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                     SECOND AMENDMENT TO GUARANTEE AGREEMENT

         THIS SECOND AMENDMENT TO GUARANTEE AGREEMENT (the "Second Amendment")
is entered into effective as of the 24th day of December, 1997, by and between
the Connecticut Development Authority, a body politic and corporate,
constituting a public instrumentality and political subdivision of the State of
Connecticut with its principal office at 999 West Street, Rocky Hill,
Connecticut 06067 (the "Authority"), and Fleet National Bank (successor by
merger to Fleet Bank, National Association), a national banking association with
an office at 777 Main Street, Hartford, Connecticut 06115-1600 ("Lender").

                                    RECITALS

         WHEREAS, on or about October 6, 1995, Lender entered into a certain
Credit Agreement with U.S. HomeCare Corporation, a New York corporation, and its
consolidated Subsidiaries which were signatory parties thereto (collectively,
the "Borrower"), pursuant to which Lender agreed to make available to the
Borrower certain revolving credit loans in an amount of up to $3,000,000.00 with
a maturity date of April 15, 1997 (the "Credit Agreement"); and

         WHEREAS, on or about October 6, 1995, the Authority executed and
delivered to Lender a Guarantee Agreement pursuant to which the Authority agreed
to guarantee an amount of up to $3,000,000.00 of the aggregate loans from time
to time outstanding under the Credit Agreement (the "Guarantee Agreement"), as
more fully described in Section 8 of the Guarantee Agreement; and

         WHEREAS, on or about November 14, 1996, Lender and the Borrower entered
into Amendment No. 1 to the Credit Agreement pursuant to which certain terms and
conditions of the Credit Agreement were amended; and

         WHEREAS, on March 25, 1997, Lender and the Borrower entered into
Amendment No. 2 to the Credit Agreement pursuant to which the maturity date of
such loans was extended to January 15, 1998; and

         WHEREAS, on the effective date hereof, Lender and the Borrower have
entered into Amendment No. 3 to the Credit Agreement pursuant to which the
maturity date of such loans has been further extended to April 15, 1998; and

         WHEREAS, the Credit Agreement, as amended by Amendment No. 1, Amendment
No. 2 and Amendment No. 3 thereto, is herein referred to as the "Amended Credit
Agreement"; and
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         WHEREAS, the Authority is willing to enter into this Second Amendment
with Lender to evidence the terms and conditions of its guarantee of the loans
made available by Lender to the Borrower under the terms of the Amended Credit
Agreement;

         NOW, THEREFORE, the parties hereto agree as follows:

         1. Definitions. The capitalized terms used in this Second Amendment
shall have the same meanings as in the Guarantee Agreement unless the context
hereof otherwise provides.

         2. Amendments to Guarantee Agreement. From and after the date of this
Second Amendment, the Guarantee Agreement shall be amended as follows:

                2.1. The following definitions set forth in Section 1 of the
Guarantee Agreement shall be amended in their entirety to hereafter read as
follows:

                " 'Commitment' shall mean the Authority's commitment letters
dated September 14, 1995 and March 21, 1997, setting forth the conditions to the
issuance of its Guarantee of the Lender Loan, and the terms of such Guarantee.

                'Guarantee' shall mean the Guarantee Agreement as amended by
this Second Amendment."

                2.2. Section 8 of the Guarantee Agreement, entitled "Guarantee
Amount", shall be amended in its entirety to hereafter read as follows:

                "Section 8.  Guarantee Amount

                The Guarantee Amount at any given time shall be equal to the
aggregate sum of $3,000,000.00 minus the total of all payments theretofore made
by the Authority under this Guarantee. Upon any payment by the Authority under
this Guarantee, the Guarantee Amount shall be immediately and automatically
reduced by the amount of such payment, except that the Guarantee Amount may be
reinstated as provided in Section 9 hereof. NOTWITHSTANDING THE FOREGOING, THE
GUARANTEE AMOUNT SHALL AUTOMATICALLY REDUCE TO ZERO AND THIS GUARANTEE SHALL
TERMINATE ON APRIL 30, 1998, UNLESS PRIOR TO SUCH DATE LENDER HAS DELIVERED TO
THE AUTHORITY UNDER SECTION 9 HEREOF A NOTICE OF DEFAULT OR A NOTICE THAT
BORROWER HAS FAILED TO MAKE A PAYMENT UNDER THE LENDER LOAN DOCUMENTS ON DEMAND
OF LENDER."

                2.3. Section 13 of the Guarantee Agreement, entitled "Fees and
Expenses of Authority", shall be amended to provide that the following fees are
to be paid by the Borrower to the Authority on or before the date of this Second
Amendment: (i) a commitment fee of



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$22,500.00 and (ii) reimbursement of all reasonable legal fees and expenses
incurred by the Authority in connection with this Second Amendment.

         3. Effect of this Second Amendment. Except as otherwise amended hereby,
the terms of the Guarantee Agreement shall remain in full force and effect. The
rights, privileges, duties and obligations of the parties under the Guarantee
Agreement shall, except as modified by this Second Amendment, remain unchanged
and in full force and effect.

         4. Governing Law. This Second Amendment is made, executed and delivered
in the State of Connecticut and it is the specific intent of the parties hereto
that it shall be in all respects be construed under the laws of the State of
Connecticut.

         5. Entire Agreement. This Second Amendment sets forth the entire
agreement of the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements between the parties, written or oral,
specifically relating to such matters.

         6. Binding Effect. This Second Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.

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

                                           CONNECTICUT DEVELOPMENT AUTHORITY


                                           By: /s/ Antonio Roberto
                                              ----------------------------------
                                                Antonio Roberto
                                                Its Executive Vice President and
                                                Executive Director



                                           FLEET NATIONAL BANK
                                           (successor by merger to Fleet Bank,
                                            National Association)


                                           By: /s/ Christopher R. Zell
                                              ----------------------------------
                                               Christopher R. Zell
                                               Its Vice President


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Acknowledged and agreed to effective
as of the 24th day of December, 1997:

U.S. HOMECARE CORPORATION AND ITS CONSOLIDATED
SUBSIDIARIES LISTED ON SCHEDULE I HERETO



By: /s/ Clifford G. Johnson
   -----------------------------------
         Name: Clifford G. Johnson
         Title:V.P. Finance and Administration



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