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                                                                   EXHIBIT 10.41



Coram Healthcare Corporation
Coram, Inc.
1125 Seventeenth Street, Suite 2100
Denver, Colorado  80202

                                                                  April 13, 1998

Attention:        Richard Smith
                  Wendy Simpson

Ladies and Gentlemen:

                  You have requested that we exchange the Subordinated Rollover
Notes and the Warrants issued pursuant to the Securities Purchase Agreement
dated as of April 6, 1995 among the Company, Coram and Coram Funding, Inc., for
New Notes.

                  We (collectively, the "Noteholders") hereby agree to work with
you to restructure the Subordinated Rollover Notes (the "Existing Notes") by
means of an exchange of the Existing Notes and the Warrants for New Notes having
substantially similar terms as are set forth on the attached Summary of
Indicative Restructuring Terms, which is made a part hereof. It is understood
and agreed that this letter and the Summary of Terms does not constitute a
commitment of the Noteholders, but represents the basis on which the Noteholders
are prepared to negotiate with you in good faith with a view to proceeding to
definitive documentation as soon as is reasonably practicable.

                  You may treat this letter as satisfying the condition, as set
forth in our letter to you dated March 29, 1998 ( the "1998 Deferral Letter"),
to the deferral of interest and fees on the Existing Notes extending beyond
April 13, 1998; provided, however, that if the Closing Date (as defined in the
Summary of Terms) does not occur by June 30, 1998, the references in the 1998
Deferral Letter to "September 30, 1998" shall be changed to "June 30, 1998".

                  You expressly agree that the terms of any documentation which
follow this letter are not limited to those set forth in the Summary of Terms.

                                        CERBERUS PARTNERS, L.P.


                                        By:   /s/ JOYCE C. JOHNSON-MILLER
                                            --------------------------------
                                        Name:  Joyce C. Johnson-Miller
                                        Title: Managing Director


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                                        GOLDMAN SACHS CREDIT PARTNERS, L.P.
                                        by GSEM Partners, its general partners


                                        By:  /s/ EDWARD A. MULE
                                           -------------------------------------
                                        Name:  Edward A. Mule
                                        Title: Managing Director


                                        FOOTHILL CAPITAL CORPORATION



                                        By:  /s/ 
                                           -------------------------------------
                                        Name:    
                                        Title: Vice-President


Acknowledged and Agreed:

CORAM HEALTHCARE CORPORATION


By:  /s/ DONALD J. AMARAL
   --------------------------------------------
Name:    Donald J. Amaral
Title:   Chairman and Chief Executive Officer


CORAM, INC.


By:  /s/ DONALD J. AMARAL
   --------------------------------------------
Name:    Donald J. Amaral
Title:   Chairman and Chief Executive Officer















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                          CORAM HEALTHCARE CORPORATION

                    SUMMARY OF INDICATIVE RESTRUCTURING TERMS
                           SUBORDINATED ROLLOVER NOTES


         Disclaimer: These indicative terms do not constitute any form of
binding contract but rather are solely for the purpose of outlining the terms
pursuant to which definitive agreements may ultimately be entered into. The
restructuring is contingent upon the negotiation and execution of satisfactory
documentation.

ISSUER:                          Coram, Inc. (the "Company").

GUARANTORS:                      Coram Healthcare Corporation ("Holdings") and 
                                 each subsidiary of Holdings which is a
                                 "Subsidiary Guarantor" under the Existing
                                 Rollover Notes (defined below).

EXCHANGE:                        Cerberus, GSCP and Foothill (the "Noteholders")
                                 will agree to exchange all their existing
                                 Subordinated Rollover Notes (including all
                                 deferred amounts of interest and fees thereon
                                 and interest on such deferred amounts) (the
                                 "Existing Rollover Notes") and all Warrants
                                 issued or issuable under the Securities
                                 Purchase Agreement dated as of April 6, 1995
                                 among the Company, Holdings and Coram Funding,
                                 Inc. (the "Existing Warrants") for their
                                 ratable share of the New Notes.

AMOUNTS:                         $150 million Series A Notes.

                                 $___ million Series B Convertible Notes (amount
                                 of Series B Notes will represent (i) the
                                 balance of the amounts owing under or with
                                 respect to the Existing Rollover Notes through
                                 and including the Effective Date, plus (ii)
                                 $8.4 million for the Existing Warrants.

EFFECTIVE DATE:                  April 13, 1998, provided the exchange of the 
                                 Existing Rollover Notes for the New Notes (the
                                 "Closing") has occurred on or prior to May 4,
                                 1998. If the Closing has not occurred by May 4,
                                 1998, the Effective Date will be the date on
                                 which Closing occurs (the "Closing Date") but
                                 in no event shall the Closing 

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                                 Date be later than June 30, 1998. If, at any
                                 time, the only outstanding condition to Closing
                                 is the New Amaral Employment Agreement (as
                                 hereinafter defined) (the "Employment Agreement
                                 Condition"), then the Effective Date shall be
                                 (i) April 13, 1998, if all conditions other
                                 than the Employment Agreement Condition are
                                 satisfied or waived on or prior to May 4, 1998,
                                 or (ii) such later date on or prior to June 30,
                                 1998 on which all conditions other than the
                                 Employment Agreement Condition are satisfied or
                                 waived. The parties agree that once all
                                 conditions to Closing, other than the
                                 Employment Agreement Condition have been
                                 satisfied, the parties will be legally and
                                 irrevocably bound to close the transaction upon
                                 the earlier of satisfaction by the Company or
                                 waiver by the Noteholders of the Employment
                                 Agreement Condition, provided, however, that
                                 such satisfaction or waiver occurs on or prior
                                 to June 30, 1998.

RANKING:                         The New Notes will be senior unsecured 
                                 obligations of the Company and will rank pari
                                 passu with all other senior debt of the
                                 Company.

SERIES A NOTES:                  Interest Rate 9 7/8% per annum, payable 
                                 quarterly in arrears, increasing by 5/8% on
                                 each of (i) the date falling 6 months after the
                                 date of issuance if EBITDA for the 9 months
                                 ended September 30, 1998 is less than $22.5
                                 million and (ii) the date falling 12 months
                                 after the date of issuance if EBITDA for the 12
                                 months ended March 31, 1999 is less than $32.5
                                 million.

                                 Maturity The later of (i) October 2000 and (ii)
                                 the maturity date of the new bank facility.

                                 Interest Payments Subject to the following
                                 proviso, the Company shall have the right to
                                 pay interest on each interest payment date by
                                 issuing additional Series A Notes ("Additional
                                 Series A Notes") in principal amount equal to
                                 the amount of interest due. Additional Series A
                                 Notes shall otherwise be identical to the
                                 outstanding Series A Notes and will be issued
                                 to the Noteholders pro rata; provided, however,
                                 that interest shall be payable in cash if
                                 trailing 12-month EBITDA less CAPEX 

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                                 (to be defined) divided by Total Interest
                                 Expense (to be defined but not to include
                                 Series B Notes interest expense) is equal to or
                                 greater than 2.0.

                                 Company's Option to Redeem The Series A Notes
                                 are redeemable at the option of the Company, in
                                 whole or in part, at any time on not less than
                                 10 Business Days' notice, at 103% of their
                                 principal amount plus payment of accrued
                                 interest.

                                 Holders' Option to Redeem In the event of any
                                 change of control, merger, consolidation or
                                 other combination by the Company or Holdings in
                                 which the Company or Holdings, as the case may
                                 be, is not the surviving entity, or transfer of
                                 all or substantially all the assets of the
                                 Company or Holdings, the Noteholders shall have
                                 the one-time option to put the Series A Notes
                                 at 103% of the principal amount thereof plus
                                 payment of accrued interest.

SERIES B NOTES:                  Interest Rate  8% per annum.

                                 Maturity 10 years from issuance.

                                 Interest Payments Interest on the Series B
                                 Notes will accrue quarterly in arrears. The
                                 Company, at its option, may pay interest in
                                 cash or issue additional Series B Notes
                                 ("Additional Series B Notes") in principal
                                 amount equal to the amount of interest accrued
                                 on each interest payment date. Additional
                                 Series B Notes shall otherwise be identical to
                                 the outstanding Series B Notes and will be
                                 issued to the Noteholders pro rata.

                                 Companys' Option to Redeem The Series B Notes
                                 will not be redeemable at the option of the
                                 Company.

                                 Holders' Option to Redeem In the event of any
                                 change of control, merger, consolidation or
                                 other combination by the Company or Holdings in
                                 which the Company or Holdings, as the case may
                                 be, is not the surviving entity, or transfer of
                                 all or substantially all the assets of the
                                 Company or Holdings, the Noteholders shall have
                                 the one-time option to put the Series B 



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                                 Notes at 103% of the principal amount thereof
                                 plus accrued interest. In addition, the
                                 Noteholders shall have a one-time right to put
                                 the Series B Notes at par plus accrued interest
                                 in October 2000 (or upon the maturity of the
                                 Series A Notes, if later).

                                 Conversion Rights At each Noteholder's option,
                                 at any time prior to maturity, the Series B
                                 Notes (including any Additional Series B Notes)
                                 will be convertible into common stock of
                                 Holdings at the Conversion Price, subject to
                                 adjustment for dilution.

                                 Conversion Price The Conversion Price shall be
                                 $3.00 per share, subject to adjustment on
                                 4/13/99 and 10/13/99 (each a "Conversion Price
                                 Adjustment Date"). On each Conversion Price
                                 Adjustment Date, the Conversion Price will be
                                 adjusted to reflect the average closing price
                                 of Holdings' stock for the 20 consecutive
                                 trading days prior to such Conversion Price
                                 Adjustment Date; provided, however, that (i)
                                 the Conversion Price on the second Conversion
                                 Price Adjustment Date cannot exceed the
                                 Conversion Price in effect on the first
                                 Conversion Price Adjustment Date, and (ii) the
                                 Conversion Price shall not exceed $3.00 per
                                 share.

                                 Anti-Dilution Provisions The Series B
                                 Conversion Rights will be adjusted to provide
                                 usual and customary anti-dilution protection,
                                 including with respect to stock splits,
                                 recapitalizations and issuances below market or
                                 conversion price.

PROVISIONS COMMON TO
SERIES A AND SERIES B:           Covenants The Notes will be cross-defaulted 
                                 with the Company's existing and future funded
                                 indebtedness and will contain affirmative,
                                 negative and financial convenants to be
                                 determined, including, without limitation, a
                                 prohibition on the incurrence of new debt and
                                 on making any restricted payments.

                                 Asset Sales/Purchases The Company will not be
                                 required to apply the net proceeds of sale of
                                 any assets to pay down the 


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                                 New Notes. The Noteholders will have the right
                                 to approve any acquisition by Holdings, the
                                 Company or any subsidiary with consideration in
                                 excess of $10 million.

                                 Events of Default The Notes will contain usual
                                 and customary default provisions, including,
                                 but not limited to, (i) any early termination
                                 or breach by Don Amaral of the Non-Compete
                                 Agreements (defined below), and (ii) Don Amaral
                                 leaving the Company at any time (other than by
                                 reason of his incapacitation or death).

                                 Representations and Warranties The Notes will
                                 contain usual and customary representations and
                                 warranties for this type of notes.

                                 Registration Rights The holders of the Notes
                                 will be granted usual and customary demand and
                                 piggy-back registration rights, with respect to
                                 the New Notes and the common stock issuable
                                 upon conversion of the Series B Notes.

                                 Transfer Restrictions The Notes will be
                                 transferable upon the conditions to be
                                 specified in the exchange agreement, which
                                 conditions are intended to ensure compliance
                                 with the provisions of the Securities Act.

EXISTING WARRANTS:               The Noteholders will exchange all Existing 
                                 Warrants for $12.4 million, $8.4 million of
                                 which shall be represented in the principal
                                 amount of the Series B Notes and $4 million of
                                 which shall be paid in cash on the earlier of
                                 (i) the closing of the new bank facility and
                                 (ii) 90 days after the Closing Date.

BOARD REPRESENTATION:            The Noteholders shall have the right to appoint
                                 one director to the Board of Holdings. In the
                                 event that the Noteholders do not appoint a
                                 director, the Noteholders shall have board
                                 observation rights which will include the right
                                 to receive all information provided to board
                                 members.



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NON-COMPETE
AGREEMENTS:                      As a condition precedent to the exchange for 
                                 the New Notes, Don Amaral will sign: (i) a
                                 two-year non-compete agreement covering the
                                 home healthcare industry, (ii) a non-compete
                                 agreement for the entire healthcare industry
                                 which will expire upon the expiry of his
                                 current employment agreement with the Company,
                                 and (iii) upon entering into a new employment
                                 agreement with the Company, a two-year
                                 non-compete agreement for the entire healthcare
                                 industry. Each Non-Compete Agreement shall be
                                 in a form approved by the Noteholders. The
                                 restrictions in the Non-Compete Agreements will
                                 expire upon early repayment of the New Notes.
                                 The Company will use its best efforts to enter
                                 into a new employment agreement with Don Amaral
                                 by May 31, 1998 (the "New Amaral Employment
                                 Agreement").

APPROVAL OF NEW
BANK FACILITY:                   The Noteholders will consent to the new senior
                                 secured bank facility agreement, subject to
                                 their review and approval of the terms and
                                 satisfactory documentation.

EXPENSES:                        The Company shall pay all reasonable outside 
                                 legal and consulting fees of the Noteholders in
                                 connection with the transaction.

INDEMNITIES:                     The Company shall indemnify each Noteholder and
                                 its respective affiliates and its and their
                                 directors, officers and employees against all
                                 losses and damages resulting from the
                                 transaction other than such losses and damages
                                 which arise out of such person's gross
                                 negligence or willful misconduct.

ACCOUNTING TREATMENT:            For accounting purposes only, the Company may 
                                 treat the interest rate on the New Notes as
                                 applying to the Existing Rollover Notes from
                                 January 1, 1998 through the Effective Date, by
                                 capitalizing the interest spread between the
                                 Existing Rollover Notes and the New Notes
                                 during such period. This calculation is for
                                 accounting purposes only and will not affect
                                 the issue date of the New Notes, the Effective
                                 Date or have any economic impact on the
                                 Noteholders whatsoever.



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CONDITIONS PRECEDENT:            The exchange for the New Notes will be subject 
                                 to conditions precedent which are customary for
                                 transaction of this type.

SUBORDINATION:                   The principal and premium, if any, and interest
                                 on the New Notes will be subordinated to
                                 designated senior debt of the Company under the
                                 senior back facility on terms to be agreed
                                 upon. Any documentation relating to this
                                 subordination shall require the approval of the
                                 Noteholders.

GOVERNING LAW:                   New York.

                  IT IS UNDERSTOOD AND AGREED THAT THIS SUMMARY OF TERMS DOES
  NOT CONSTITUTE A COMMITMENT OF THE NOTEHOLDERS TO ENTER INTO THE
  RESTRUCTURING, BUT REPRESENTS THE BASIS ON WHICH THE NOTEHOLDERS ARE PREPARED
  TO NEGOTIATE WITH YOU IN GOOD FAITH WITH A VIEW TO PROCEEDING TO DEFINITIVE
  DOCUMENTATION AS SOON AS IS REASONABLY PRACTICABLE.

                  YOU EXPRESSLY AGREE THAT THE TERMS OF THE DEFINITIVE
  DOCUMENTATION FOR THIS TRANSACTION ARE NOT LIMITED TO THOSE SET FORTH IN THE
  SUMMARY OF TERMS.

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