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                                                                 EXECUTION COPY


                                 AMENDMENT NO. 5
                             TO RECEIVABLES PURCHASE
                             AND SERVICING AGREEMENT

                  AMENDMENT NO. 5 TO RECEIVABLES PURCHASE AND SERVICING
AGREEMENT (the "Amendment No. 5"), dated as of March 26, 1998, by and among U.S.
HOMECARE FUNDING CORPORATION, a Delaware corporation (the "Seller"), THE CHASE
MANHATTAN BANK, N.A., a national banking association (together with its
successors and assigns, the "Purchaser"), and as Advisor (the "Advisor"), U.S.
HOMECARE CORPORATION, a New York corporation, in its individual capacity (as
such, together with its successors and assigns, the "Parent") and as servicer
(together with its successors and permitted assigns, the "Servicer") and each of
the Health Care Providers, in their individual capacities and as Subservicers
(the "Health Care Providers").

                              W I T N E S S E T H:

                  WHEREAS, the Seller, the Purchaser, the Advisor, the Servicer
and the Health Care Providers have entered into a Receivables Purchase and
Servicing Agreement (the "Facility"), dated as of November 5, 1993 (the
"Purchase Agreement");

                  WHEREAS, the Seller, the Purchaser, the Advisor, the Servicer
and the Health Care Providers have entered into an Amendment No. 1, dated as of
January 28, 1994 ("Amendment No. 1"), Amendment No. 2, dated as of October 6,
1995 ("Amendment No. 2"), Amendment No. 3, dated as of March 27, 1997
("Amendment No. 3") and Amendment No. 4, dated as of December 23, 1997
("Amendment No. 4") to the Purchase Agreement.

                  WHEREAS, all capitalized terms that are used herein and not
otherwise defined shall have the meanings ascribed thereto in the Purchase
Agreement; and

                  WHEREAS, the Seller, the Purchaser, the Advisor, the Health
Care Providers and the Servicer desire to amend the Purchase Agreement, all as
hereinafter set forth;

                  NOW, THEREFORE, the parties agree as follows:


                                    ARTICLE I

                        AMENDMENTS TO PURCHASE AGREEMENT

                  SECTION 1.1. Amendments to Article I. (a) The definition of
"Purchase Limit" is amended by deleting such definition in its entirety and
substituting therefor the following:
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                           "Purchase Limit" means $9,000,000; provided, however,
that the Seller may, subject to Section 8.01(s), reduce the Purchase Limit at
any time without penalty.

                  (b) The definition of "Termination Date" is amended by
deleting such definition in its entirety and substituting therefor the
following:

                           "Termination Date" means the earlier of (a) January
4, 1999 or (b) the date of declaration or automatic occurrence of the
Termination Date pursuant to Section 8.01.


                                   ARTICLE II

                         REPRESENTATION AND WARRANTIES.

                  SECTION II.1. The Parent, the Servicer, each of the Health
Care Providers and the Seller have the power to execute, deliver and perform the
Original Purchase Agreement, as amended hereby, and all other instruments and
documents provided for herein or therein, and to perform their obligations on
the terms and conditions of the Original Purchase Agreement as amended hereby,
and have taken all necessary action to authorize the execution, delivery and
performance of this Amendment No. 5, and their obligations on the terms and
conditions of the Original Purchase Agreement, as amended hereby. No consent or
approval of any Person, and no consent, license, approval, authorization or
declaration of any governmental authority, bureau or agency is or will be
required in connection with the execution, delivery or performance by the
Parent, the Servicer, each Health Care Provider and the Seller or the
enforcement of the Original Purchase Agreement, as amended hereby, or this
Amendment No. 5.

                  SECTION II.2. The execution and delivery of this Amendment No.
5 and any other agreements, instruments or documents to be executed and
delivered hereunder, and performance hereunder and thereunder and under the
Original Purchase Agreement, as amended hereby, will not violate any provision
of law and will not conflict with or result in a breach of any order, writ,
injunction, ordinance, resolution, decree, or other similar document or
instrument of any court or governmental authority, bureau or agency, domestic or
foreign, or the partnership agreement of the Parent, any Health Care Provider or
the Seller, create (with or without the giving of notice or lapse of time, or
both) a default under any agreement, bond, note or indenture to which the
Parent, the Servicer or any Health Care Provider is a party, or by which it is
bound or any of its properties or assets is affected, or result in the
imposition of any lien, charge or encumbrance of any nature whatsoever upon any
of the properties or assets owned by or used in connection with the business of
the Parent, the Servicer, any Health Care Provider or the Seller except for the
liens and security interests created and granted pursuant to the Purchase
Agreement and Sale Agreement.

                  SECTION II.3. Each of this Amendment No. 5, the Original
Purchase Agreement, as amended and each Related Document is the legal, valid and
binding obligation of the Parent, the Servicer, each of the Health Care
Providers and the Seller  in accordance with its respective terms.


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                                   ARTICLE III

                               FEES AND EXPENSES.

                  SECTION III.1. In consideration of the extension of the
Facility and the other amendments entered into hereunder, the Parent agrees to
pay the Purchaser a fee of $108,000 payable in nine (9) equal installments of
$12,000 (each, an "Extension Fee") on each of the dates listed on Schedule 1
attached hereto. The Purchaser shall deduct such amounts from the proceeds
payable to the Seller on each such Receivables Purchase Date. If the program
ends before January 4, 1999, the balance of the fee need not be paid.

                  SECTION III.2. Seller agrees to pay a one-time conversion fee
of $10,000 to update the Purchaser's computer processing systems for year 2000
adjustments. This fee will be paid by deduction of such amounts from the
proceeds payable to the Seller on the first Receivables Purchase Date in April.

                  SECTION III.3. The Seller will continue to pay an additional
amount of $2,884.61 per week until termination of the Purchase Agreement. Such
amount will be paid by deduction of such amount from the proceeds payable to the
Seller on such Receivables Purchase Date. If the Purchase Agreement is
terminated during a week, the amount shall be prorated based on the number of
outstanding Business Days for that week.

                  SECTION III.4. The Seller will reimburse the Purchaser for all
legal expenses and disbursements in connection with preparation of this
Amendment. Such amounts will be paid by deduction of such amounts from the
proceeds payable to the Seller on the first Receivables Purchase Date in April.


                                   ARTICLE IV

                                 MISCELLANEOUS.

                  SECTION IV.1. The miscellaneous provisions under Article 12 of
the Original Purchase Agreement, together with the definition of all terms used
therein, and all other sections of the Original Purchase Agreement to which
Article 12 refers are hereby incorporated by reference as if the provisions
thereof were set forth in full herein, except that (i) the term "Purchase
Agreement" shall be deemed to refer to the Original Purchase Agreement, as
amended hereby; (ii) the term "this Purchase Agreement" shall be deemed to refer
to the Original Purchase Agreement, as amended hereby; and (iii) the terms
"hereunder" and "hereto" shall be deemed to refer to the Original Purchase
Agreement as amended hereby.

                  SECTION IV.2. The parties hereto acknowledge that Section
12.04(a) of the Original Purchase Agreement remains in full force and effect and
that the "Other Costs" referred to in such section shall be deemed to include
all reasonable costs and expenses incurred by the Purchaser and the Advisor in
connection with the preparation, negotiation


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and execution of this Amendment No. 5 and all other agreements, instruments or
other documents prepared or entered into in connection with or incidental to
this Amendment No. 5. Seller agrees to pay upon demand all Other Costs pursuant
to the terms of Section 12.04(a) of the Original Purchase Agreement.

                  SECTION IV.3. The Original Purchase Agreement, as amended
hereby, and the Related Documents shall each be deemed to be amended hereby to
the extent necessary, if any, to give effect to this Amendment No. 5. Except as
so amended hereby, the Original Purchase Agreement, as amended, and the Related
Documents shall remain in full force and effect in accordance with their
respective terms. Except as amended hereby, all provisions, terms and
conditions, covenants, and representations and warranties of the Original
Purchase Agreement, as amended, and the Related Documents shall remain in full
force and effect in accordance with their respective terms. The execution and
delivery of this Amendment No. 5 by the Purchaser shall not waive any default
which has occurred or which may be occurring in respect of the Purchase
Agreement as a result of the execution of this Amendment No. 5.



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                  IN WITNESS WHEREOF, the parties have caused this Amendment No.
5 to Purchase Agreement to be executed by their respective officers thereunto
duly authorized, as of the date first above written.

U.S. HOMECARE FUNDING CORPORATION,
  as Seller

         By:   /s/  Clifford G. Johnson
               --------------------------------------
                Name: Clifford G. Johnson
                Title: Chief Financial Officer

THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION),
  as Purchaser and as Advisor

         By:    /s/ Frank G. Eng
                -------------------------------------
                Name:Frank G. Eng
                Title:

U.S. HOMECARE CORPORATION,
  as Servicer

         By:  /s/ Clifford G. Johnson
              -------------------------------------
              Name: Clifford G. Johnson
              Title: VP Finance and Administration
              Address: US Homecare, Two Hartford Square West, Hartford, CT 06106
              Attention:  President
              Telephone number: (860)278-7242 ext 20
              Telecopier number: (860)278-5008


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U.S. HOMECARE CORPORATION
AFFILIATED HOME CARE OF WESTCHESTER, INC.
U.S. HOMECARE CORPORATION OF NORTHERN WESTCHESTER, INC.
U.S. HOMECARE CORPORATION OF MANHATTAN
U.S. HOMECARE CORPORATION OF THE BRONX
U.S. HOMECARE CERTIFIED CORPORATION OF NEW YORK
U.S. HOMECARE CORPORATION OF ALBANY
U.S. HOMECARE INFUSION THERAPY PRODUCTS CORPORATION
U.S. HOMECARE INFUSION THERAPY SERVICES CORPORATION OF NEW
  JERSEY
U.S. HOMECARE CORPORATION OF CONNECTICUT
U.S. HOMECARE CERTIFIED CORPORATION OF CONNECTICUT
U.S. HOMECARE CORPORATION OF PENNSYLVANIA
U.S. HOMECARE CERTIFIED CORPORATION OF PENNSYLVANIA




         By:  /s/ Clifford G. Johnson
              -------------------------------------
              Name: Clifford G. Johnson
              Title: VP Finance and Administration
              Address: US Homecare,
                       Two Hartford Square West,
                       Hartford, CT 06106


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