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                                   GUARANTY

         1. The Care Group, Inc. ("The Care Group"), corporation organized and
existing under the laws of Delaware, for valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, unconditionally guarantees
to the United States of America, its successors and assigns, the full and
prompt payment, as set forth below, of an indebtedness in the principal amount
of $3,330,000.00 (Three Million Three Hundred Thirty Thousand Dollars and No
Cents), and any interest thereon, which is payable to the United States of
America by Advanced Care Associates, Inc. ("Advanced Care") a corporation
organized and existing under the laws of Pennsylvania, in accordance with a
certain Settlement Agreement, bearing even date herewith, executed by inter
alia, the United States of America, Advanced Care and The Care Group, a true
and correct copy of which is annexed hereto as Exhibit A.
        
         2. The terms of payment are set forth in the Settlement Agreement.
Under the terms of the Settlement Agreement, a five day grace period will be
allowed for late payments without interest. All late payments made from day 6
through 15 will be subject to a six percent (6%) interest payment. In the
event a payment owed is not made by Advanced Care or The Care Group within the
fifteen day period, this may be considered an Event of Default as described
herein. Interest on amounts due and owing, but not paid within the fifteen day
grace period, shall accrue at the rate of eighteen percent (18%) per annum
compounded daily from the date of the expiration of the fifteen day grace
period until the amount outstanding is paid in full. Upon occurrence of an
Event of Default, the United States shall send by



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certified mail, return receipt requested, a notice of said default addressed
to Advanced Care and The Care Group at the addresses set forth in the
Settlement Agreement. If Advanced Care or The Care Group cures the default
within five business days after receipt of notice of Event of Default
(including payment of all additional interest and late charges due), then no
other action shall be taken by the United States regarding that Event of
Default. If Advanced Care or The Care Group does not cure such Event of
Default within five business days after receipt of such notice, the United
States may, at its option, declare the debt to be in default, and the full
remaining unpaid balance (including all unpaid principal and unpaid interest
due and owing as of the date of payment on unpaid principal) of the debt shall
be accelerated and shall become immediately due and payable, jointly and
severally by Advanced Care and The Care Group. Upon completion of all payments
under the Guaranty, the United States will release all liens, in writing,
which release shall be mailed to The Care Group. Without in any manner
limiting the generality of the foregoing, the United States shall not be
required to make any demand upon, or to exhaust or pursue any recourse or
remedy or take any action whatever against Advanced Care or Advanced Care's
property to collect or otherwise to obtain payment of any amounts owing under
the Settlement Agreement in order to enforce the liability of The Care Group.

         3. With the exception of written notification as set forth in
paragraph 2 above and as set forth in the Settlement Agreement, The Care Group
waives presentment, notice of dishonor, demand, protest, notice of protest,
notice of default and diligence in collecting the indebtedness Of Advanced
Care under the Settlement Agreement. The Care Group agrees to remain fully
bound by this Guaranty notwithstanding: (a) any and all extensions of time or


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other indulgences granted to Advanced Care under the Settlement Agreement; (b)
the waiver of any defaults of Advanced Care under the Settlement Agreement;
(c) any and all amendments or modifications of the Settlement Agreement; and
(d) discharge of any or all of the indebtedness of Advanced Care under any law
relating to bankruptcy, insolvency or for any reasons whatsoever except actual
payment of such indebtedness by or on behalf of Advanced Care.

         4. This Guaranty shall be binding upon The Care Group, its affiliates,
successors, and assigns.

         5. The Care Group agrees to pay all reasonable attorneys' fees and
costs, as approved by a Court, incurred by the United States in enforcing this
Guaranty.

         6. It is understood and agreed that the United States reserves the
right, in its sole discretion, to apply payments on the indebtedness of
Advanced Care first against accrued interest and other amounts incurred
pursuant to paragraph 5 of this Guaranty, which may become part of the
indebtedness, before applying payments against principal.

         7. All Notice under the Guaranty shall be given pursuant to the Notice
provisions set forth in Paragraph 7 of the Settlement Agreement.

         8. The obligations of The Care Group, and the rights of the United
States hereunder and under the Settlement Agreement, shall not be released,
discharged or in any way affected by reason of any deterioration, waste or
loss by fire, theft or otherwise of any property used to secure any or all of
the indebtedness of Advanced Care under the Settlement Agreement.


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         IN WITNESS WHEREOF, The Care Group has signed this Guaranty on the
____ of June, 1996 of June, 1996.

                                   THE CARE GROUP, INC.

                                    /s/ Ann Mittasch
                                   _________________________________________
                                   By:

                                   Title:_____________________________




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