<PAGE>   1
                  AMENDMENT TO STOCK PURCHASE WARRANT NO. WA-16

                  This Amendment to Stock Purchase Warrant No. WA-16 (this
"Amendment") is made this 25th day of March, 1998 by and between U.S. HomeCare
Corporation (the "Company") and The Chase Manhattan Bank, N.A. ("Chase").


                                   WITNESSETH:

                  WHEREAS, the Company issued to Chase Stock Purchase Warrant
No. WA-16 (the "Warrant") dated October 6, 1995, as amended on March 25, 1997;
and

                  WHEREAS, the Company and Chase amended the definitions of
"Common Stock Deemed Outstanding" and "Exercise Price" and Section 15.5
regarding the Registered Holder on March 25, 1997, all of which amendments are
incorporated herein in their entirety; and

                  WHEREAS, the Company and Chase desire to further amend the
Warrant as provided herein.

                  NOW THEREFORE, the Company and Chase each intending to be
legally bound hereby, covenant and agree as follows:

                  Section 1. Previous Amendments to the Warrant.

                  The Warrant was amended, effective March 25, 1997, as follows:

                           a. The definition of "Common Stock Deemed
Outstanding" in Section 1 was deleted in its entirety and the following
definition was inserted in lieu thereof:

                           "Common Stock Deemed Outstanding" means, at any given
         time, (a) the number of shares of Common Stock actually outstanding at
         such time; (b) the number of shares of Common Stock issuable (i) upon
         the conversion of outstanding shares of preferred stock and (ii) with
         respect to all other options, warrants, rights, or other securities
         convertible into shares of Common Stock (provided that such options,
         warrants or rights are at an exercise price less than or equal to the
         Market Price in effect on the relevant date; provided, further that
         such options, warrants and rights shall only be considered "Common
         Stock Deemed Outstanding" only to the extent that they have vested and
         are exercisable on the relevant date), and (c) securities convertible
         into or exchangeable for any of the foregoing.
<PAGE>   2
                           b. The definition of "Exercise Price" in Section 1
was amended by deleting the phrase "Section 3" and inserting the phrase
"Sections 3 and 5" in lieu thereof.

                           c. Section 15.5 was deleted in its entirety and the
following was inserted in lieu thereof:

                           15.5 Registered Holder. Notwithstanding any other
         provision of this Warrant, if The Chase Manhattan Bank ("Chase") or any
         Affiliate thereof is the Registered Holder, Chase and its affiliates
         may exercise this Warrant, in whole or in part, solely to the extent
         such exercise would not result in Chase and its Affiliates holding,
         directly or indirectly, in excess of 4.99% of the outstanding Common
         Stock of the Company at the time of such exercise (such determination
         to be made by Chase).

                  Section 2. Amendments to the Warrant.

                  The Warrant is hereby amended as follows:

                  Section 2.1 is deleted in its entirety and the following shall
be inserted in lieu thereof, to be read as though Section 2.1 contained the
language set forth below on the original date of the Warrant (it being
understood that the number of shares of the Warrant Stock set forth below does
not take into account any additional Warrant Stock in favor of the Registered
Holder that has become available between the date of the Warrant and the date of
this amendment as a result of the adjustment provisions of the Warrant or
otherwise):

                  2.1      Exercise Period.  The Registered Holder may

                           (i) exercise this Warrant, in whole or in part (but
                  not as to a fractional share of Warrant Stock), with respect
                  to 212,500 shares of the Warrant Stock (subject to adjustment
                  as herein provided) at any time prior to 5:00 p.m. (New York
                  time) on March 25, 2002, and

                           (ii) after April 1, 1996, exercise this Warrant, in
                  whole or in part (but not as to a fractional share of Warrant
                  Stock) with respect to the remaining 212,500 shares of the
                  Warrant Stock (subject to adjustments as herein provided) (the
                  "Additional Warrant Shares"), at any time on or after April 1,
                  1996 but prior to 5:00 p.m. (New York time) on March 25, 2002;
                  provided, however, that this Warrant shall not be exercisable
                  for the Additional Warrant Shares if all obligations and
                  liabilities of the Company and its Affiliates arising

                                      - 2 -
<PAGE>   3
                  under or related to the Credit Agreement have been repaid in
                  full prior to April 1, 1996; and provided, further, that if
                  such amounts have been repaid in full but any or all of such
                  amounts are required to be returned by the Registered Holder
                  as a preference payment or for a similar reason, then the
                  Additional Warrant Shares shall again be subject to this
                  Warrant, exercisable pursuant to this Section 2.1(ii),

unless the right to purchase shares of Warrant Stock under this Warrant is
earlier terminated pursuant to Section 14 (the "Exercise Period").

                  Section 3.           Further Action and Assurances.

                  The Company and Chase hereby agree to execute and deliver such
additional documents and shall cause such further and additional action to be
taken as may be required or, in the reasonable judgment of the Company and
Chase, necessary or desirable to effect or evidence the provisions or intent of
this Amendment and the transactions contemplated hereby.

                  Section 4.           Reference to and Effect on the Warrant.

                  Except as specifically amended above, the Warrant shall remain
in full force and effect and is hereby ratified and confirmed.

                  Section 5.           Execution in Counterparts.

                  This Amendment may be executed in any number of counterparts
and by the different parties hereto in separate counterparts, each of which when
so executed and delivered shall be deemed to be an original and all of which
taken together shall constitute but one and the same instrument.

                  Section 6.           Governing Law.

                  This Amendment shall be governed by and construed in
accordance with the laws of the State of New York, without regard to the
principles of conflicts of laws or choice of law.

                  Section 7.           Headings.

                  Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.


                                      - 3 -
<PAGE>   4
                  IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first above written.

                                        U.S. HOMECARE CORPORATION


                                        By:

                                        Clifford G. Johnson
                                        Vice President, Finance and
                                        Administration & Chief Financial Officer


                                        THE CHASE MANHATTAN BANK

                                        By:

                                        Name:

                                        Title:


                                      - 4 -