CONSULTING AGREEMENT
                                (Deerfield Beach)

         THIS CONSULTING AGREEMENT (this "Agreement") made as of this 1st day of
July, 1998, between Chancellor of Deerfield Beach, Inc., a Delaware corporation
(the "Company"), and CareMatrix of Massachusetts, Inc., a Delaware corporation
(the "Consultant").

         WHEREAS, the Company desires to retain the Consultant to perform
certain consulting services for the Company, and the Consultant desires to be
retained by the Company; and

         WHEREAS, the Company and the Consultant desire to set forth the terms
and conditions on which the Consultant shall be retained by and provide services
to the Company.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:

         1. Consulting Services. During the term of this Agreement, the
Consultant shall provide, upon request of the Company, certain consulting
services relating to financing for the Company's facility located at Deerfield
Beach, Florida.

         2.  Consulting Fees and Expenses.

         A. The Company shall pay to the Consultant a consulting fee of
Twenty-Two Thousand Two Hundred Twenty-Two and 22/100 Dollars ($22,222.22) (the
"Consulting Fee), per month, payable on the last day of each month during the
term hereof.

         B. The Consultant shall be entitled to reimbursement of all actual,
verifiable and reasonable out-of-pocket expenses.

         3. Term. The initial term of this Agreement shall commence effective on
the date hereof (the "Effective Date") and continue for a period of six (6)
months, and shall be renewable upon thirty (30) days prior notice from the
Company to the Consultant for an additional six (6) month period at the option
of the Company. Notwithstanding the foregoing, either the Company or the
Consultant may terminate this Agreement at any time after the Effective Date for
any reason by providing thirty (30) days prior written notice of such intention
to terminate to the other party.


<PAGE>




         4. Independent Contractor. The Consultant is and shall be an
independent contractor hereunder and the officers, directors and employees of
the Consultant are not and shall not be an employee of the Company by virtue of
this Agreement. Neither the Consultant nor the Company shall hold the Consultant
out as an agent, partner, officer, director, or other employee of the Company
and the Consultant further specifically disclaims any and all rights to an
equity interest in or a partnership interest with the Company. The Consultant
specifically acknowledges and agrees that it shall have no authority to execute
any contracts or agreements on behalf of the Company or its Affiliates and shall
have no authority to bind the Company or its Affiliates to any obligation
(contractual or otherwise). The Consultant shall devote such of his time, energy
and skill as is reasonably necessary to perform the services described in
Paragraph 1 above.

         5. Indemnity. The Consultant shall indemnify and hold harmless the
Company from and against all claims, losses, costs, damages and expenses
including, without limitation, attorneys' fees and costs, relating to injury to
or death of any Person or damage to real or personal property resulting from or
arising in connection with any negligence or intentional or willful misconduct
by the Consultant in the performance of Consultant's duties under this
Agreement.

         6. Entire Agreement. This Agreement represents the entire understanding
and agreement between the parties with respect to the subject matter hereof, and
supersedes all other negotiations, understandings and representations (if any)
made by and between such parties. The provisions of this Agreement may not be
amended, supplemented, waived or changed orally, but only by a writing signed by
the party as to whom enforcement of any such amendment, supplement, waiver or
modification is sought and making specific reference to this Agreement.

         7. Assignment. The Consultant may not assign or delegate its rights
and/or obligations hereunder. The Company may assign its rights hereunder to any
of its Affiliates but shall remain primarily liable hereunder absent a written
release executed by the Consultant.

         8. Severability. If any part of this Agreement or any other agreement
entered into pursuant hereto is contrary to, prohibited by or deemed invalid
under applicable law or regulation, such provision shall be inapplicable and
deemed omitted to the extent so contrary, prohibited or invalid, but the
remainder hereof shall not be invalidated thereby and shall be given full force
and effect so far as possible.

         9. Notices. All notices, requests, consents and other communications
required or permitted under this Agreement shall be in writing and shall be (as
elected by the person giving such notice) hand delivered by messenger or courier


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<PAGE>

service, delivered by a nationally recognized overnight delivery service, or
mailed by registered or certified mail (postage prepaid), return receipt
requested, addressed to:

If to the Consultant:                       If to the Company:

CareMatrix of Massachusetts, Inc.           Chancellor of Deerfield Beach, Inc.
197 First Avenue                            197 First Avenue
Needham, MA  02494                          Needham, MA 02494
Attn:  CEO                                  Attn:  President

or to such other address as any party may designate by notice complying with the
terms of this Section. Each such notice shall be deemed delivered (a) on the
date delivered if by personal delivery, or (b) on the date upon which the
receipt is signed or delivery is refused or the notice is designated by the
postal authorities or delivery service as not deliverable, as the case may be,
if delivered by overnight delivery or mailed.

         10. Waivers. The failure or delay of any party at any time to require
performance by another party of any provision of this Agreement, even if known,
shall not affect the right of such party to require performance of that
provision or to exercise any right, power or remedy hereunder, and any waiver by
any party of any breach of any provision of this Agreement should not be
construed as a waiver of any continuing or succeeding breach of such provision,
a waiver of the provision itself, or a waiver of any right, power or remedy
under this Agreement. No notice to or demand on any party in any case shall, of
itself, entitle such party to any other or further notice or demand in similar
or other circumstances.

         11. Governing Law. This Agreement and all transactions contemplated by
this Agreement shall be governed by, and construed and enforced in accordance
with, the internal laws of the Commonwealth of Massachusetts without regard to
principles of conflicts of laws.

         12. Definitions: For purposes of this Agreement, the following terms
shall have the meanings set forth below:

         12.1.    "Affiliate" shall mean, with respect to a Person, any other
                  Person that, directly or indirectly through one or more
                  intermediaries, controls, is controlled by or is under common
                  control with such first Person. For purposes of this
                  Agreement, the term "control" shall mean the possession,
                  direct or indirect, of the power to direct or cause the
                  direction of the management and policies of a Person, whether
                  through the ownership of voting securities, by contract or
                  otherwise.

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<PAGE>

         12.2.    "Person" shall mean an individual, partnership, corporation,
                  limited liability company, trust, joint venture or other
                  entity.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first set forth above.

Signed in the                               CHANCELLOR OF DEERFIELD BEACH, INC.
Presence of:

/s/ Elizabeth Derrico                         By: /s/ David B. Currie
-----------------------------                   -------------------------------
Print Name: Elizabeth Derrico                   Name:  David B. Currie
                                                Title: Vice President



                                            CAREMATRIX OF MASSACHUSETTS, INC.

/s/ Elizabeth Derrico                         By: /s/ David B. Currie
-----------------------------                   -------------------------------
Print Name: Elizabeth Derrico                   Name:  David B. Currie
                                                Title: Vice President



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