<PAGE>   1
                                                                     EXHIBIT 4.8


                                                                             CDA

                                     WARRANT


THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.


                            U.S. HOMECARE CORPORATION
                                 750 Main Street
                           Hartford, Connecticut 06103

                             STOCK PURCHASE WARRANT



                                                     Warrant No. WA-21
                                              
                                              
Date of Issuance:  March 25, 1997                    Right to Purchase 735,000
                                                     Shares of Common Stock
                                                     (subject to adjustment)
                                     

         For value received, U.S. HOMECARE CORPORATION, a New York corporation
(the "Company"), hereby grants to CONNECTICUT DEVELOPMENT AUTHORITY, or its
registered assigns (the "Registered Holder"), the right to purchase from the
Company 735,000 shares of the Company's Common Stock (subject to adjustment
pursuant to Section 3 hereof) at a price of $1.5969 per share. The amount and
kind of securities purchasable pursuant to the rights granted under this Warrant
are subject to adjustment pursuant to the provisions contained in this Warrant.
This Warrant is issued pursuant to Section 12 of Warrant No. WA-17 issued to
Registered Holder on October 6, 1995.

         This Warrant is subject to the following provisions:


         1.       Definitions.  As used in this Warrant, the following
terms have the meanings set forth below:

                  "Affiliate" means, at any time, a Person controlling,
controlled by or under common control at such time with the Registered Holder.


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                  "Certificate" means the Certificate of Amendment to the
Certificate of Incorporation of the Company filed with the Secretary of the
State of New York on February 1, 1995.

                  "Common Stock" means the Company's Common Stock, $0.01
par value per share.

                  "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 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.

                  "Date of Issuance" shall have the meaning specified in
Section 13 of this Warrant.

                  "Exercise Price" shall be $1.5969 per share, subject to
adjustment pursuant to Sections 3 and 5 hereof.

                  "Market Price" means as to any security, the last reported
sales price regular way, or in case no such sales take place on such day, the
average of the closing bid and ask prices regular way, in each case on the
principal national securities exchange on which the security is listed or
admitted to trading, or, if not listed or admitted to trading on any national
securities exchange, on the Nasdaq National Market or, if the security is not
listed or admitted to trading on any national securities exchange and is not
quoted on the Nasdaq National Market, the average of the closing bid and ask
prices as furnished by any New York Stock Exchange member firm selected from
time to time by the Board of Directors of the Company for such purpose.

                  "Person" means an individual, a partnership, a corporation, a
trust, a joint venture, an unincorporated organization and a government or any
department or agency thereof.

                  "Warrant Stock" means a share of the Company's authorized but
unissued Common Stock issuable upon exercise of the Warrant; provided that if
there is a change such that the securities issuable upon exercise of the Warrant
are issued by an entity other than the Company or there is a change in the class


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of securities so issuable, then the term "Warrant Stock" will mean one share of
the security issuable upon exercise of the Warrant if such security is issuable
in shares, or will mean the smallest unit in which such security is issuable if
such security is not issuable in shares.

         2.       Exercise of Warrant.

                  2.1 Exercise Period. (a) The Registered Holder may exercise
this Warrant, in whole or in part (but not as to a fractional share of Warrant
Stock), with respect to 735,000 shares of the Warrant Stock, subject to
subsection (b) below, (subject to adjustment as herein provided at any time
prior to 5:00 p.m. (New York time) on March 25, 2002, unless the right to
purchase shares of Warrant Stock under this Warrant is earlier terminated
pursuant to Section 13 (the "Exercise Period").

                  (b) If at any time when the Junior Debt (as defined in that
certain Intercreditor Agreement dated October 6, 1995 among Fleet Bank, National
Association ("Fleet"), the Registered Holder, the Company and its subsidiaries
listed therein, The Chase Manhattan Bank, N.A., Creditanstalt Bankverein and The
Chase Manhattan Bank, N.A., as agent (the "Intercreditor Agreement")) is not in
default the Company elects to permanently reduce the principal balance of the
Loan (as defined in the Credit Agreement dated the date hereof among Fleet, the
Company and the subsidiaries listed therein (the "Credit Agreement")) and reduce
the Commitment (as defined in the Credit Agreement), then the Warrant shall (to
the extent not previously exercised) be reduced such that the total Warrant
Stock obtainable under this Section 2.1 (including any Warrant Stock previously
issued pursuant to a partial exercise of this Warrant) is equal to the product
of 735,000 shares times a fraction, the numerator of which is the Commitment
following such reduction and the denominator of which is $3 million; provided,
however, that upon an event of default that results in total payments by the
Registered Holder to Fleet pursuant to the Guarantee Agreement dated October 6,
1995, as amended the date hereof among Fleet, the Registered Holder and the
Company and its subsidiaries listed therein (the "Guarantee") of an amount
greater than the Commitment then outstanding, then the Warrant shall be
increased such that the total Warrant Stock obtainable under this Section 2.1
(including any Warrant Stock previously issued pursuant to a partial exercise of
this Warrant) is equal to the product of 735,000 shares times a fraction (not to
exceed 1.0), the numerator of which is the total payments made as of the date of
such calculation by the Registered Holder to Fleet pursuant to the Guarantee and
any additional amounts owed to the Registered Holder by the Company and its
subsidiaries as of the date of such calculation pursuant to the terms of the
Credit Agreement, and the denominator of which is $3 million.


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                  2.2      Exercise Procedure.

                           (a)      This Warrant will be deemed to have been
exercised at such time as the Company has received all of the following items,
if applicable (the "Exercise Date"):

                                    (i)   a completed Exercise Agreement, as
                           described below, executed by the Person exercising
                           all or part of the purchase rights represented by
                           this Warrant (the "Purchaser");

                                    (ii)  this Warrant;

                                    (iii) if this Warrant is not registered in
                           the name of the Purchaser, an Assignment or
                           Assignments substantially in the form set forth in
                           Exhibit II hereto, evidencing the assignment of this
                           Warrant to the Purchaser; and

                                    (iv)  a check payable to the Company in an
                           amount equal to the product of the Exercise Price
                           multiplied by the number of shares of Warrant Stock
                           being purchased upon such exercise.

                  In lieu of paying the purchase price set forth in (iv) above,
the Purchaser may elect to receive shares equal to the value of this Warrant (or
the portion thereof being exercised), in which event the Company shall issue to
the Purchaser the number of shares of the Company's Common Stock computed using
the following formula:


                                   X = Y (A-B)
                                       -------
                                          A

         Where:

         X =      the number of shares of Warrant Stock to be issued to
                  the Purchaser;

         Y =      the number of shares of Warrant Stock otherwise purchasable
                  (or the portion thereof being exercised) under this Warrant
                  (at the date of exercise);

         A =      the Market Price of one share of the Company's Common
                  Stock (at the date of such exercise); and

         B =      Exercise Price (as adjusted to the date of such exercise).


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                           (b)      Certificates for shares of Warrant Stock
purchased upon exercise of this Warrant or any portion thereof will be delivered
by the Company to the Purchaser within ten days after the Exercise Date. Unless
this Warrant has expired or all of the purchase rights represented hereby have
been exercised, the Company will prepare, at its own expense, a new Warrant,
substantially identical hereto, representing the rights formerly represented by
this Warrant which have not expired or been exercised. The Company will, within
such ten-day period, deliver such new Warrant to the Person designated for
delivery in the Exercise Agreement.

                           (c)      The Warrant Stock issuable upon the exercise
of this Warrant will be deemed to have been issued to the Purchaser on the
Exercise Date, and the Purchaser will be deemed for all purposes to have become
the record holder of such Warrant Stock on the Exercise Date.

                           (d)      The issuance and delivery of certificates 
for shares of Warrant Stock upon exercise of this Warrant will be made without
charge to the Registered Holder or the Purchaser for any issuance or delivery
tax or government charge in respect thereof or any other cost incurred by the
Company in connection with such exercise and the related issuance of shares of
Warrant Stock.

                           (e)      The Company agrees to maintain books for the
registration and the registration of transfer of the warrants. The Company will
not close its books for the transfer of this Warrant or of any share of Warrant
Stock issued or issuable upon the exercise of this Warrant in any manner which
interferes with the timely exercise of this Warrant. The Company will from time
to time take all such action as may be necessary to assure that the par value
per share of the unissued Warrant Stock acquirable upon exercise of this Warrant
is at all times equal to or less than the Exercise Price.

                  2.3      Exercise Agreement. The Exercise Agreement will be
substantially in the form set forth in Exhibit I hereto, except that if the
shares of Warrant Stock are not to be issued in the name of the Registered
Holder of this Warrant, the Exercise Agreement will also state the name of the
Person to whom the certificates for the shares of Warrant Stock are to be
issued, and if the number of shares of Warrant Stock to be issued does not
include all the shares of Warrant Stock purchasable hereunder, it will also
state the name of the Person to whom a new Warrant for the unexercised portion
of the rights hereunder is to be delivered, and if the Purchaser wishes to
receive shares in lieu of paying the purchase price as set forth in Section 2.2,
it will also state such election.


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                  2.4      Fractional Shares. If a fractional share of Warrant
Stock would, but for the provisions of Subsection 2.1, be issuable upon exercise
of the rights represented by this Warrant, the Company will, within ten days
after the Exercise Date, deliver to the Purchaser a check payable to the
Purchaser in lieu of such fractional share, in an amount equal to the Market
Price of such fractional share as of the close of business on the Exercise Date.

         3.       Adjustment of Number of Shares Issuable upon Exercise. In case
the Company shall at any time after the date hereof (a) issue any shares of
Common Stock or any securities convertible into or exchangeable for Common
Stock, or any rights to purchase Common Stock or securities convertible into or
exchangeable for Common Stock, as a dividend or other distribution upon Common
Stock, or (b) issue any shares of Common Stock in subdivision of outstanding
shares of Common Stock by reclassification or otherwise, or (c) combine
outstanding shares of Common Stock, by reclassification or otherwise, (i) the
Registered Holder of this Warrant shall thereafter (until another such
adjustment) be entitled to purchase on the date purchase rights under this
Warrant are exercised, the number of shares of Warrant Stock, calculated to the
nearest full share, determined by multiplying the number of shares of Warrant
Stock purchasable hereunder immediately prior to any adjustment by a fraction,
the numerator of which shall be the number of shares of Common Stock Deemed
Outstanding immediately after such dividend, distribution, subdivision or
combination and the denominator of which shall be the number of shares of Common
Stock Deemed Outstanding immediately prior to such dividend, distribution,
subdivision or combination and (ii) the Exercise Price shall be adjusted to
equal the Exercise Price hereunder immediately prior to any such adjustment
multiplied by a fraction, the numerator of which shall be the number of shares
of Common Stock Deemed Outstanding immediately before such dividend,
distribution, subdivision or combination and the denominator of which shall be
the number of shares of Common Stock Deemed Outstanding immediately after such
dividend, distribution, subdivision or combination.

         4.       Effect of Reorganization or Reclassification, Consolidation,
Merger or Sale. If at any time while this Warrant is outstanding there shall be
(i) any reorganization or reclassification of the capital stock of the Company
(other than a subdivision or combination of shares or dividend or distribution
provided for in Subsection 3 hereof) or (ii) any consolidation or merger of the
Company with or into another corporation, or any sale or other disposition by
the Company of all or substantially all of its assets to any other corporation,
the holder of this Warrant shall thereafter upon exercise of this Warrant be
entitled to receive the number of shares of stock or other securities or
property of the Company, or of the successor


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corporation resulting from such consolidation or merger, as the case may be, to
which the Warrant Stock (and any other securities and property) of the Company,
deliverable upon the exercise of this Warrant, would have been entitled upon
such reorganization, reclassification of capital stock, consolidation, merger,
sale or other disposition if this Warrant had been exercised immediately prior
to such reorganization, reclassification of capital stock, consolidation,
merger, sale or other disposition. In any such case, appropriate adjustment (as
determined by the Board of Directors of the Company) shall be made in the
application of the provisions set forth in this Warrant with respect to the
rights and interests thereafter of the holder of this Warrant to the end that
the provisions set forth in this Warrant (including those relating to
adjustments of the number of shares issuable upon the exercise of this Warrant)
shall thereafter be applicable, as near as reasonably may be, in relation to any
shares or other property thereafter deliverable upon the exercise hereof as if
this Warrant had been exercised immediately prior to such reorganization,
reclassification of capital stock, consolidation, merger, sale or other
disposition and the holder hereof had carried out the terms of the exchange as
provided for by such reorganization, reclassification of capital stock,
consolidation or merger. The Company shall not effect any such reorganization,
consolidation or merger unless, upon or prior to the consummation thereof, the
successor corporation shall assume by written instrument the obligation to
deliver to the holder hereof such shares of stock, securities, cash or property
as such holder shall be entitled to purchase in accordance with the foregoing
provisions. Notwithstanding any other provisions of this Warrant, in the event
of sale or other disposition of all or substantially all of the assets of the
Company as a part of a plan for liquidation of the Company, all rights to
exercise the Warrant shall terminate 60 days after the Company gives written
notice to the Registered Holder of this Warrant that such sale or other
disposition has been consummated.

         5.       Adjustment of Exercise Price Upon Issuance of Additional 
Shares of Common Stock.

                           (a)      In the event the Company shall, at any time
after the date hereof and prior to the first anniversary of the date hereof,
issue Additional Shares of Common Stock (as defined in Section G-4(i)(i) of the
Certificate (including Additional Shares of Common Stock deemed to be issued
pursuant to Section G- 4(i)(iii) of the Certificate, but excluding shares issued
as a dividend or combination as provided in Section 3 hereof)), without
consideration or for a consideration per share less than the applicable Exercise
Price in effect on the date of and immediately prior to such issue, then and in
such event, such Exercise Price shall be reduced, concurrently with such issue,
to the consideration per share received by the Company for the issue


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<PAGE>   8
of the Additional Shares of Common Stock (determined pursuant to Section
G-4(i)(v) of the Certificate), or par value in the case of issuance for no
consideration.

                           (b)      In the event the Company shall at any time 
on or after the first anniversary of the date hereof issue Additional Shares of
Common Stock (including Additional Shares of Common Stock deemed to be issued
pursuant to Section G-4(i)(iii) of the Certificate, but excluding shares issued
as a dividend or combination as provided in Section 3 hereof), without
consideration or for a consideration per share less than the applicable Exercise
Price in effect on the date of and immediately prior to such issue, then and in
such event, such Exercise Price shall be reduced, concurrently with such issue,
to a price (calculated to the nearest cent) determined by multiplying such
Exercise Price by a fraction, (A) the numerator of which shall be (1) the number
of shares of Common Stock outstanding immediately prior to such issue plus (2)
the number of shares of Common Stock which the aggregate consideration received
or to be received by the Company for the total number of Additional Shares of
Common Stock so issued would purchase at the Exercise Price in effect
immediately prior to such issue; and (B) the denominator of which shall be the
number of shares of Common Stock outstanding immediately prior to such issue
plus the number of such Additional Shares of Common Stock so issued; provided
that, (i) for the purpose of this Section 5, all shares of Common Stock issuable
upon exercise or conversion of Options (as defined in Section G-4(i)(i) of the
Certificate) or Convertible Securities (as defined in Section G-4(i)(i) of the
Certificate) outstanding immediately prior to such issue shall be deemed to be
outstanding (other than shares excluded from the definition of "Additional
Shares of Common Stock" by virtue of clause (IV) of Section G-4(i)(i)(D) of the
Certificate), and (ii) the number of shares of Common Stock deemed issuable upon
conversion of such outstanding Options and Convertible Securities shall not give
effect to any adjustments to the conversion price or conversion rate of such
Options or Convertible Securities resulting from the issuance of Additional
Shares of Common Stock that is the subject of this calculation.

                  Upon any adjustment of the Exercise Price as provided in this 
Section, the holder hereof shall thereafter be entitled to purchase, at the
Exercise Price resulting from such adjustment, the number of shares of Common
Stock obtained by multiplying the number of shares of Common Stock purchasable
hereunder immediately prior to such adjustment by a fraction (A) the numerator
of which shall be the Exercise Price in effect immediately prior to such
adjustment and (B) the denominator of which shall be the Exercise Price
resulting from such adjustment.


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                  Notwithstanding the foregoing, the applicable Exercise Price
shall not be so reduced at such time if the amount of such reduction would be an
amount less than $.05, but any such amount shall be carried forward and
reduction with respect thereto made at the time of and together with any
subsequent reduction which, together with such amount and any other amount or
amounts so carried forward, shall aggregate $.05 or more.

         6.       Notice of Adjustments. Immediately upon any increase or
decrease in the number of shares of Common Stock purchasable upon exercise of
this Warrant, the Company will send written notice thereof to all Registered
Holders, stating the adjusted Exercise Price and the increased or decreased
number of shares purchasable upon exercise of this Warrant and setting forth in
reasonable detail the method of calculation for such adjustment and increase or
decrease. When appropriate, such notice may be given in advance and included as
part of any notice required to be given pursuant to Section 7 below.

         7.       Prior Notice as to Certain Events.  In case at any time:

                           (a)      the Company shall pay any dividend payable 
in stock upon its Common Stock or make any distribution (other than cash
dividends) to the holders of its Common Stock; or

                           (b)      the Company shall offer for subscription pro
rata to the holders of its Common Stock any additional shares of stock of any 
class or any other rights; or

                           (c)      there shall be any reorganization or
reclassification of the capital stock of the Company, or consolidation or merger
of the Company with another corporation or a sale or disposition of all or
substantially all its assets; or

                           (d)      there shall be an amendment to the
Certificate of Incorporation of the Company; or

                           (e)      the shareholders shall amend the By-Laws of
the Company; or

                           (f)      the Company proposes to offer of its Common
Stock in a public offering; or

                           (g)      there shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Company;

then, in each of said cases, the Company shall give prior written notice, by
registered mail, postage prepaid, return receipt requested, addressed to the
Registered Holder of this Warrant at


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the address of such holder as shown on the books of the Company, of the date on
which (i) the books of the Company shall close or a record shall be taken for
such stock dividend, distribution, subscription rights or shareholder vote or
(ii) such reorganization, reclassification, consolidation, merger, sale,
amendment, public offering, dissolution, liquidation or winding up shall take
place, as the case may be. A copy of each such notice shall be sent
simultaneously to each transfer agent of the Company's Common Stock. Such notice
shall also specify the date as of which the holders of the Common Stock of
record shall participate in said dividend, distribution or subscription rights
or shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation or winding up, as the case may be. Such
written notice shall be given at least 20 days prior to the action in question
and not less than 20 days prior to the record date or the date on which the
Company's transfer books are closed in respect thereto.

         8.  Registration Rights. The Registered Holder of the Warrant Stock
issued upon exercise of the Warrant shall be entitled to all rights granted
pursuant to the Registration Rights Agreement dated October 6, 1995, as amended
on the date hereof and agrees to be bound by all of the obligations and
limitations thereof.

         9.  Reservation of Common Stock. The Company will at all times reserve
and keep available, free from preemptive or other rights of third parties, for
issuance upon the exercise of Warrants such number of its authorized but
unissued shares of Common Stock as will be sufficient to permit the exercise in
full of all outstanding Warrants, and upon such issuance such shares of Common
Stock will be validly issued, fully paid and nonassessable and free from
preemptive or other rights of third parties.

         10. No Voting Rights; Limitations of Liability. This Warrant will not
entitle the holder hereof to any voting rights or other rights as a stockholder
of the Company. No provision of this Warrant, in the absence of affirmative
action by the Registered Holder to purchase shares of Warrant Stock, and no
enumeration in this Warrant of the rights or privileges of the Registered
Holder, will give rise to any liability of such Holder for the Exercise Price of
Warrant Stock acquirable by exercise hereof or as a stockholder of the Company.


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         11.      Warrant Transferable.

                           (a)      Subject to the transfer conditions referred
to in paragraph (b) below, this Warrant and all rights hereunder and all Warrant
Stock shall be transferable, in whole or in part, to any Person. Such Person
shall agree to be bound by the terms of that certain Registration Rights
Agreement.

                           (b)      The Registered Holder of this Warrant
acknowledges that this Warrant has not been registered under the Securities Act
of 1933, as amended (the "Act") or under state securities or "blue sky" laws.
Except as permitted under applicable federal and state securities or "blue sky"
laws, these securities and all Warrant Stock may not be sold, offered for sale,
pledged, hypothecated, assigned or otherwise disposed of in the absence of an
effective registration under the Act, and under all applicable state securities
or "blue sky" laws or an opinion of counsel or other proof reasonably
satisfactory to the Company that such registration is not required.

         12.      No Impairment. The Company shall not by any action, including,
without limitation, amending its certificate of incorporation or through any
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, winding up, issue or sale of securities or any other
voluntary action, avoid or seek in bad faith to avoid the observance or
performance of any of the terms of this Warrant, but will at all times in good
faith assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate to protect the rights of Holder
against impairment.

                           Upon the request of the Holder, the Company will
at any time during the period this Warrant is outstanding acknowledge in
writing, in form satisfactory to Holder, the continuing validity of this Warrant
and the obligations of the Company hereunder.

         13.      Termination.  Subject to Sections 4 and 7, all rights to 
purchase Warrant Stock under this Warrant terminate immediately upon any
voluntary or involuntary liquidation, dissolution or winding up of the Company.


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         14.      Miscellaneous.

                  14.1 Amendment and Waiver. Except as otherwise provided
herein, the provisions of the Warrants may be amended and the Company may take
any action herein prohibited, or omit to perform any act herein required to be
performed by it, only if the Company has obtained the written consent of the
Registered Holders of Warrants representing at least 50% of the shares of
Warrant Stock obtainable upon the exercise of the Warrants outstanding at the
time of such consent.

                  14.2 Notices. Any notices required to be sent to a Registered
Holder will be delivered to the address of such Registered Holder shown on the
books of the Company. All notices referred to herein will be delivered in person
or sent by registered mail, postage prepaid, return receipt requested, and will
be deemed to have been given when received.

                  14.3 Descriptive Headings; Governing Law. The descriptive
headings of the paragraphs of this Warrant are inserted for convenience only and
do not constitute a part of this Warrant. The construction, validity and
interpretation of this Warrant will be governed by the laws of the State of New
York, without regard to principles of conflicts or choice of law.

                  14.4 Lost, Stolen, Destroyed or Mutilated Warrant. Upon
receipt by the Company of evidence satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and, in the case of loss, theft or
destruction, of an indemnity satisfactory to it, and, in the case of mutilation
upon surrender and cancellation of this Warrant, the Company will execute and
deliver a new Warrant of like tenor and date, upon reimbursement to the Company
for all reasonable expense incidental thereto. Any such new Warrant executed and
delivered pursuant to this section shall constitute a contractual obligation on
the part of the Company, whether or not this Warrant (so lost, stolen, destroyed
or mutilated) shall thereafter at any time be enforced by anyone, provided that
the indemnification provided pursuant to this section shall not be effected.

                  14.5 Capitalization. As of the date hereof, there are
outstanding 9,709,490 shares of Common Stock and 328,569 shares of preferred
stock, which are convertible into 7,201,421 shares of Common Stock.

                  14.6  Shareholder Communications.  The Company will provide 
the Registered Holder with copies of all written communications distributed to
shareholders generally.


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                 IN WITNESS WHEREOF, the Company has caused this
Warrant to be signed and attested by its duly authorized officers under its
corporate seal.


                                           U.S. HOMECARE CORPORATION



                                           By:      __________________________
                                           Name:    Gerald J. Boisvert, Jr.
                                           Title:   Chief Financial Officer



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<PAGE>   14
                                                                       EXHIBIT I


                               EXERCISE AGREEMENT


To:



Dated:


                  The undersigned, pursuant to the provisions set forth in the
attached Warrant (No. __), hereby irrevocably elects to purchase _____ shares of
the Common Stock covered by such Warrant and herewith makes payment of $_____,
representing the full purchase price for such shares at the price per share
provided for in such Warrant. In lieu of paying such purchase price, I will/will
not make a cashless exercise pursuant to Section 2.2 of the attached Warrant.

                  The Common Stock shall be issued to ____________. Unless the
attached Warrant has expired or all of the purchase rights represented thereby
have been exercised, a new Warrant, substantially identical to the attached
Warrant, representing the rights formerly represented by the attached Warrant
which have not expired or been exercised shall be issued to _____________.




                                             Signature__________________________

                                             Address:___________________________


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<PAGE>   15
                                                                      EXHIBIT II


                                 ASSIGNMENT FORM


                  FOR VALUE RECEIVED, ________________________________ hereby
sells, assigns and transfers all of the rights of the undersigned under the
attached Warrant (No. ______) with respect to the number of shares of Common
Stock covered thereby set forth below, unto:



Name of Assignee                     Address                       No. of Shares






Dated:                                      Signature___________________________

                                                     ___________________________

                                            Witness  ___________________________


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