SANDSPORT DATA SERVICES, INC.,
                                 SANDATA, INC.,
                       SANDATA HOME HEALTH SYSTEMS, INC.,
                           SANTRAX PRODUCTIVITY, INC.,
                             SANDATA SPECTRUM, INC.,
                            PRO-HEALTH SYSTEMS, INC.,
                     formerly known as Sandata Inteck, Inc.,
                              SANTRAX SYSTEMS, INC.

                                       AND

                                  HSBC BANK USA
                                formerly known as
                               MARINE MIDLAND BANK


                          SECOND AMENDMENT DATED AS OF
                       FEBRUARY 14, 2000 TO LOAN AGREEMENT
                           DATED AS OF APRIL 18, 1997



<PAGE>


          THIS SECOND AMENDMENT made as of the 14th day of February,  2000 among
SANDSPORT DATA SERVICES, INC., a New York corporation having its principal place
of  business  at 26 Harbor  Park  Drive,  Port  Washington,  New York 11050 (the
"Company"),   SANDATA,   INC.,  SANDATA  HOME  HEALTH  SYSTEMS,   INC.,  SANTRAX
PRODUCTIVITY,  INC.,  SANDATA  SPECTRUM,  INC.  and  PRO-HEALTH  SYSTEMS,  INC.,
formerly known as Sandata Inteck,  Inc., each a Delaware  corporation having its
principal place of business at 26 Harbor Park Drive,  Port Washington,  New York
11050 and SANTRAX  SYSTEMS,  INC., a New York  corporation  having its principal
place of  business  at 26 Harbor Park  Drive,  Port  Washington,  New York 11050
(individually, a "Guarantor" and, collectively, the "Guarantors")

                                      and

         HSBC BANK USA,  formerly known as Marine Midland Bank, a New York bank,
having an office  at 534  Broad  Hollow  Road,  Melville,  New York  11747  (the
"Bank").

                                   WITNESSETH:

         WHEREAS,  the  Company,  the  Guarantors  and the Bank  entered  into a
certain  revolving  credit agreement dated as of April 18, 1997, as amended by a
First  Amendment  dated as of  August 3, 1999  (collectively,  the  "Agreement")
providing  for  certain  financial  accommodations  to  the  Company  and  which
Agreement is now in full force and effect; and

         WHEREAS,  the Company has requested  that the Bank amend,  and the Bank
has agreed to amend, certain terms and provisions of the Agreement;

         NOW,  THEREFORE,  in  consideration  of  the  premises  and  agreements
hereinafter set forth and for other good and various consideration,  the parties
hereto agree as follows:

     1. As used in this Second Amendment  capitalized  unless otherwise defined,
shall have the meaning ascribed thereto in the Agreement.

     2. The Bank and the Company agree that as of February 2000 the  outstanding
principal balance of the Revolving Credit was $2,700,000.00 and all interest due
on the Revolving Credit has been paid through January 31, 2000.

     3. The Agreement is hereby amended as follows:

          (a)  The  definition  of  "Business  Day" is  hereby  deleted  and the
               following is added to substitute for same:  "Business Day": shall
               mean any day other than a Saturday,  Sunday or other day on which
               commercial  banks in London with respect to (LIBOR Rate Advances)
               and/or New York,  New York (with respect to Prime Rate  Advances)
               are authorized or required by law to close.


<PAGE>



          (b)  The  definition  of   "Guarantors"  is  hereby  deleted  and  the
               following is added to substitute for same:

               "Guarantor or Guarantors": shall mean Sandata, Inc., Sandata Home
                    Health Systems,  Inc., Sandata  Productivity,  Inc., Sandata
                    Spectrum,  Inc., Pro-Health Systems, Inc. (formerly known as
                    Sandata Inteck, Inc.), Santrax Systems, Inc. and each Person
                    required to guaranty  pursuant to Section 5.11  hereof.  (c)


          (c)  The definition of "LIBOR Borrowing Request" is hereby deleted and
               the following is added to substitute for same:

               "LIBOR Borrowing Request":  shall mean the written request by the
                    Company to the Bank for a LIBOR Rate Advance  including  the
                    date of the LIBOR  Rate  Advance,  the LIBOR  Period and the
                    amount.

          (d)  The  definition  of  "LIBOR  Period"  is hereby  deleted  and the
               following is added to substitute for same:

               "LIBOR Period": shall mean a period, if available to the Bank, of
                    30, 60, 90, 120, 180 or 360 days,  such period not to extend
                    beyond the Termination Date.

          (e)  The  definition of  "Termination  Date" is hereby deleted and the
               following is added to substitute for same:

               "Termination Date": shall mean February 14, 2003.

          (f)  Section  2.1 is  hereby  deleted  and the  following  is added to
               substitute for same:

               2.1  COMMITMENT:  Subject to the terms and conditions hereof, the
                    Bank  agrees to extend  credit to the Company by making such
                    loans (each such loan being hereinafter  called an "Advance"
                    and,  collectively,  "Advances") to the Company from time to
                    time  during  the  Commitment  Period  up  to  an  aggregate
                    principal amount outstanding at any one time of Four Million
                    Five  Hundred  Thousand and 00/100  ($4,500,000.00)  Dollars
                    (the  "Commitment").   During  the  Commitment  Period,  the
                    Company  may use the  Commitment  by  borrowing,  paying and
                    prepaying  in  whole  or in  part  and  reborrowing,  all in
                    accordance  with  the  terms  and  conditions  hereof.  Each
                    Advance  shall be in the  principal  amount  of One  Hundred
                    Thousand  and 00/100  ($100,000.00)  Dollars or an  integral
                    multiple thereof.

          (g)  Section  2.7(a) is hereby  deleted and the  following is added to
               substitute for same:

               2.7  INTEREST ON THE  REVOLVING  CREDIT  NOTE:  a) The  Revolving
                    Credit  Note shall  bear  interest  on the unpaid  principal
                    balance  thereof  at a rate  per  annum  equal  to (i)  with
                    respect to Prime Rate Advances, the Prime Rate and (ii) with
                    respect to LIBOR Rate  Advances,  the  Adjusted  LIBOR Rate,
                    each such  Advance as elected by the  Company in  accordance
                    with Section 2.3 hereof.

          (h)  Section  2.11 is hereby  deleted  and the  following  is added to
               substitute for same:

               2.11 INDEMNITY:  If  there  is a  prepayment  of any  LIBOR  Rate
                    Advance  on a date other  than the  expiration  of the LIBOR
                    Period for any reason whatsoever including,  but not limited
                    to:

                    a)   the  occurrence  of any  Event of  Default  under  this
                         Agreement;

                    b)   the  failure  of the  Borrower  to borrow a LIBOR  Rate
                         Advance after sending notice of the amount with respect
                         to the making of any such Advance;

                    c)   the  receipt or recovery by the Bank of all or any part
                         of a LIBOR Rate  Advance  prior to the  maturity or the
                         last  day of  the  LIBOR  Period  thereof  (whether  by
                         prepayment,   acceleration  or  otherwise)  unless  due
                         solely to the conversion of a LIBOR Rate Advance into a
                         Prime Rate  Advance  pursuant  to  Section  2.9 or 2.10
                         hereof; or

                    d)   the conversion at the Company's  request,  prior to the
                         last day of an applicable LIBOR Period, of a LIBOR Rate
                         Advance into a Prime Rate Advance;

                    then  the  Company  shall  pay to the  Bank,  as  liquidated
               damages and not as a penalty, a fee (the "Liquidation Fee") equal
               to the losses (excluding lost profits its of the Bank), costs and
               expenses  of the  Bank in  connection  with  such  prepayment  as
               determined  by the  Bank,  which  payment  shall  be  made by the
               Company to the Bank on the date on which such prepayment is made.
               The  calculations  made by the Bank to ascertain such Liquidation
               Fee shall be conclusive  absent  manifest error in calculation by
               the Bank, provided that such calculations are made in good faith.
               The Bank, upon the written  request of the Company,  shall advise
               the  Company  in writing  of the  amount of the  Liquidation  Fee
               applicable to any such prepayment including an explanation of how
               the Liquidation Fee was calculated.

          (i)  Section  2.13 is hereby  deleted  and the  following  is added to
               substitute for same:

               "[RESERVED]."

          (j)  Section  2.15 is hereby  deleted  and the  following  is added to
               substitute for same:

               2.15 USE OF PROCEEDS:  The Company  hereby  covenants  and agrees
                    that the proceeds of (y) the initial Advance will be used to
                    repay  indebtedness to the Bank under the existing revolving
                    credit facility with the Bank dated as of April 20, 1995 and
                    (z)  subsequent  Advances  will be used for working  capital
                    purposes  and to support  computer  hardware  purchases  and
                    software  development  costs. No part of the proceeds of the
                    Advances  will be used directly or indirectly to finance the
                    acquisition of new companies,  including without limitation,
                    Permitted Acquisitions, as defined in Section 6.2 hereof, or
                    new products or for any purpose that  directly or indirectly
                    violates,   or  is  inconsistent  with,  the  provisions  of
                    Regulation  U or X of the Board of  Governors of the Federal
                    Reserve  System  as now and from time to time  hereafter  in
                    effect.

          (k)  Section  5.1(2) is hereby  deleted and the  following is added to
               substitute for same:

               (2)  As soon as  possible,  but not more  than  ninety  (90) days
                    after the close of each of the first three  fiscal  quarters
                    of each fiscal year, the Consolidated  Group's Form 10-Q and
                    the financial statements of the Consolidated Group including
                    a  consolidated  balance  sheet  with  related  consolidated
                    statements of income,  retained  earnings and cash flows for
                    the immediately  preceding fiscal quarter,  setting forth in
                    each case in comparative form the figures for the comparable
                    fiscal  quarter  of  the  previous  year,  all  prepared  in
                    accordance  with generally  accepted  accounting  principles
                    consistently  applied  (subject  to  year  end  adjustments)
                    prepared by management to Sandata, Inc. and certified by the
                    chief  financial  officer of Sandata,  Inc.  Such  financial
                    statements shall be accompanied by an Officers'  Certificate
                    stating  whether a Default or Event of Default has  occurred
                    and,  if so,  stating  the facts with  respect  thereto  and
                    whether  the same has been  cured  prior to the date of such
                    certificate,  and,  if not,  what  action is  proposed to be
                    taken with respect thereto.  Such financial statements shall
                    be  accompanied  by  an  Officers'  Certificate   evidencing
                    compliance with the financial covenants contained in Section
                    5.10 hereof, in form and detail acceptable to the Bank.

               (1)  Section 5.1 is hereby  amended by adding the  following  new
                    paragraph as subsection (2(a))  immediately after subsection
                    (2) and prior to subsection (3):

               (2(a)) As soon as possible,  but not more than one hundred thirty
                    (130)  days  after  the  close  of  each  fiscal  year,  the
                    consolidating  financial  statements  reflecting each of the
                    corporations comprising the Consolidated Group including for
                    each of such  corporations  a  balance  sheet  with  related
                    statements of income,  retained  earnings and cash flows for
                    such fiscal year or immediately preceding fiscal quarter, as
                    applicable,  setting  forth  in each  case  figures  for the
                    previous year or comparable  fiscal  quarter of the previous
                    year,  as  applicable,   all  prepared  in  accordance  with
                    generally  accepted   accounting   principles   consistently
                    applied  prepared by  management  to such  corporations  and
                    certified   by  the  chief   financial   officers   of  such
                    corporations.

          (m)  Section  5.10 is hereby  deleted  and the  following  is added to
               substitute for same:

               5.10 FINANCIAL REQUIREMENTS:

                    (a)  Maintain on the date of this Agreement and at all times
                         thereafter,  or for the periods  indicated  below,  the
                         following  financial  requirements  on  a  consolidated
                         basis with respect to the Consolidated Group:

                         (i) Working capital of at least  $1,000,000.00.  Solely
                    for  purposes of  calculating  compliance  with the covenant
                    contained in this section 5. 10 (a) (i), the Advances  shall
                    not be considered Current  Liabilities;  Current Liabilities
                    shall  mean all  indebtedness  for  borrowed  money  payable
                    within one year.

                         (ii) Net Worth of at least $7,491,000 from May 31, 1999
                    to and including May 30, 2000, to be increased by $75,000 in
                    each fiscal year thereafter.

                         (iii)A total liabilities to Net Worth ratio of not more
                    than 1.2 to 1.0.

                         (iv) A Debt Service  Coverage  Ratio of at least 1.2 to
                    1.0 at each fiscal year end.

                         (v) An Interest  Coverage  Ratio of at least 4.0 to 1.0
                    at each fiscal year end.

               As used in this Section:

                    Net  Worth  shall  mean  the  sum  of   retained   earnings,
               additional  paid in capital plus common stock,  all as determined
               in  accordance  with  generally  accepted  accounting  principles
               consistently applied.

                    Debt Service  Coverage  Ratio shall mean a ratio of earnings
               before  interest,  taxes,  depreciation and amortization to total
               debt service.

                    Interest  Coverage  Ratio  shall  mean a ratio  of  earnings
               before  interest,  taxes,  depreciation and amortization to total
               interest expense.

                    (b)  Realize on a  consolidated  basis  with  respect to the
               Consolidated Group for each fiscal year, a net profit after taxes
               determined  in  accordance  with  generally  accepted  accounting
               principles consistently applied of at least $1.00.

          (n)  Section 8.13 (b) is hereby  deleted and the following is added to
               substitute for same:

                           HSBC Bank USA
                           534 Broad Hollow Road
                           Melville, New York 11747
                           Attn: Mr. Gary Sarro
                                 Vice President

     4. The Borrower and each  Guarantor  hereby  represents and warrants to the
Bank that:

          (a)  Each and every of the representations and warranties set forth in
               the  Agreement  is true as of the date  hereof  and with the same
               effect  as  though  made  on  the  date  hereof,  and  is  hereby
               incorporated  herein in full by  reference  as if fully  restated
               herein in its entirety.

          (b)  No Default or Event of Default and no event or  condition  which,
               with the  giving  of  notice  or  lapse  of time or  both,  would
               constitute  such a Default  or Event of  Default,  now  exists or
               would exist after giving effect hereto.

     5. It is expressly  understood and agreed that all collateral  security for
the Advances and other  extensions of credit set forth in the Agreement prior to
the  amendment  provided  for  herein is and  shall  continue  to be  collateral
security  for the  Advances  and  other  extensions  of credit  provided  in the
Agreement as herein amended.  Without  limiting the generality of the foregoing,
the Company hereby  absolutely and  unconditionally  confirms that each document
and instrument  executed by the Company  pursuant to the Agreement  continues in
full force and effect, is ratified and confirmed and is and shall continue to be
applicable to the Agreement (as herein amended).

     6. By their execution of this Amendment in the space provided  below,  each
of the Guarantors  indicated below hereby consent to this Amendment and reaffirm
their continuing liability under their respective guarantees,  in respect of the
Agreement as amended hereby and all security agreements,  documents, instruments
and agreements  executed  pursuant thereto or in connection  therewith,  without
offset, defense or counterclaim (any such offset, defense or counterclaim as may
exist being hereby irrevocably waived by such guarantors).

     7. The  amendments  set forth  herein are limited  precisely as written and
shall  not be deemed  to (a) be a  consent  to or a waiver of any other  term or
condition of the  Agreement or any of the  documents  referred to therein or (b)
prejudice  any  right or  rights  which the Bank may now have or may have in the
future under or in connection  with the  Agreement or any documents  referred to
therein.  Whenever the  Agreement is referred to in the  Agreement or any of the
instruments,  agreements or other  documents or papers executed and delivered in
connection  therewith,  it shall be deemed to me an the Agreement as modified by
this Second Amendment.

     8. The Company agrees to pay on demand, and the Bank may charge any deposit
or loan accounts(s) of the Company, all reasonable expenses incurred by the Bank
in connection with the negotiation,  preparation and  administration  (including
any future waiver or modification  and legal counsel as to the rights and duties
of the Bank) under the Agreement.

     9. This  Amendment  shall  become  effective  on  such  date as all of the
following conditions shall be satisfied:

          (a)  Revolving  Credit  Note.  The Bank  shall  have  received  a duly
               executed Revolving Credit Note.

          (b)  Reaffirmation.  The Bank  shall  have  received  a duly  executed
               collective  amendment  and  reaffirmation  of equipment  security
               agreements.

          (c)  Good  Standing  Certificates.  The Bank shall have  received good
               standing  certificates from the applicable state of incorporation
               of  the  Company  and  each  of  the   Guarantors   and,  if  not
               incorporated in the State of New York, a certificate of authority
               to do business from the New York Secretary of State.

          (d)  Officers'  Certificate.  The Bank shall have  received  officers'
               certificates of the Company and the Corporate Guarantors.

          (e)  Opinion of  Counsel.  The Bank shall have  received an opinion of
               counsel to the Company and the Guarantors.

          (f)  Fees.  All fees of the Bank  and  fees and  disbursements  of the
               Bank's counsel shall have been paid in full.

          (g)  Legal  Matters.  All legal  matters and the form and substance of
               all documents  required  hereunder  shall be  satisfactory to the
               Bank's counsel.

     10. This  Amendment is dated as of February 14, 2000 and shall be effective
on the date of execution by the Bank retroactive to such date.

     11. This  Amendment  may be executed in  counterparts,  each of which shall
constitute an original,  and each of which taken together  shall  constitute one
and the same agreement.


<PAGE>



         IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Second
Amendment to be duly executed and delivered by their  respective duly authorized
officers as of the date first above written.

                                        SANDSPORT DATA SERVICES, INC.

                                        By:/s/ Bert E. Brodsky
                                               Bert E. Brodsky
                                               Chairman

                                        HSBC BANK USA

                                        By:/s/ Gary Sarro
                                               Gary Sarro
                                               Vice President



<PAGE>


         Each of the guarantors indicated below hereby consent to this Amendment
and reaffirm their  continuing  liability under their  respective  guarantees in
respect of the  Agreement  as amended  hereby and all the  security  agreements,
documents, instruments and agreements executed pursuant thereto or in connection
therewith,  without offset, defense or counterclaim (any such offset, defense or
counterclaim as may exist being hereby irrevocably waived by such guarantors).

                                        SANDATA, INC.

                                        By:/s/ Bert E. Brodsky
                                               Bert E. Brodsky
                                               President

                                        SANDATA HOME HEALTH SYSTEMS, INC.

                                        By:/s/Bert E. Brodsky
                                              Bert E. Brodsky
                                              President

                                        SANTRAX PRODUCTIVITY, INC.

                                        By:/s/ Bert E. Brodsky
                                               Bert E. Brodsky
                                               President

                                        SANDATA SPECTRUM, INC.

                                        By:/s/ Bert E. Brodsky
                                               Bert E. Brodsky
                                               President

                                        PRO-HEALTH SYSTEMS, INC.
                                        Formerly known as Sandata Inteck, Inc.

                                        By:/s/ Hugh Freund
                                               Hugh Freund
                                               President

                                        SANTRAX SYSTEMS, INC.

                                        By:/s/ Bert E. Brodsky
                                               Bert E. Brodsky
                                               President



<PAGE>


State of New York, County of Nassau, ss:

         On  the  15th  day  of  February,  in  the  year  2000,  before  me the
undersigned,  personally  appeared  BERT E. BRODSKY,  personally  known to me or
proved to me on the basis of  satisfactory  evidence to be the individual  whose
name is  subscribed  to the within  instrument  and  acknowledged  to me that he
executed the same in his capacity,  and that by his signature on the instrument,
the individual or the person upon behalf of which the individual acted, executed
the instrument.

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

State of New York, County of Suffolk, ss:

         On  the  25th  day  of  February,  in  the  year  2000,  before  me the
undersigned, personally appeared GARY SARRO, personally known to me or proved to
me on the basis of  satisfactory  evidence  to be the  individual  whose name is
subscribed to the within  instrument and acknowledged to me that he executed the
same  in his  capacity,  and  that  by his  signature  on  the  instrument,  the
individual or the person upon behalf of which the individual acted, executed the
instrument.

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


<PAGE>




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

         On  the  15th  day  of  February  in  the  year  2000  before  me,  the
undersigned,  a Notary  Public in and for said State,  personally  Appeared Hugh
Freund,  personally  known to me or proved  to me on the  basis of  satisfactory
evidence to be the individual(s) whose name(s) is (are) subscribed to the within
instrument  and  acknowledged  to me  that  he/she/they  executed  the  same  in
his/her/their  capacity(ies),  and  that by  his/her/their  signature(s)  on the
instrument,  the  individual(s),   or  the  person  upon  behalf  of  which  the
individual(s) acted, executed the instrument.

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