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                                                                  EXHIBIT 4.7(d)


         SECOND AMENDMENT TO REVOLVING CREDIT AND LOAN AGREEMENT


         THIS SECOND AMENDMENT TO REVOLVING CREDIT AND LOAN AGREEMENT (this
"Second Amendment to Loan Agreement" or this "Second Amendment") is entered into
on November 30, 1997 between NBD Bank ("NBD" or "Bank"), as lender, with offices
at 611 Woodward Avenue, Detroit, Michigan 48226; Universal Standard Healthcare,
Inc., formerly known as Universal Standard Medical Laboratories, Inc., a
Michigan corporation ("USML"); Universal Standard Healthcare of Michigan, Inc.,
formerly known as Universal Standard Managed Care of Michigan, Inc., a Michigan
corporation ("Michigan Managed Care"); Universal Standard Healthcare of Ohio,
Inc., formerly known as Universal Standard Managed Care of Ohio, Inc., an Ohio
corporation ("Ohio Managed Care"); Universal Standard Healthcare of Delaware,
Inc., formerly known as Universal Standard Managed Care, Inc., a Delaware
corporation ("Delaware Managed Care"); T.P.A., Inc., a Michigan corporation
("Processing"); and A/R Credit, Inc., a Michigan corporation ("AR Credit"), all
of whose addresses are 26500 Northwestern Highway, Southfield, Michigan 48076.


                                    RECITALS

   This Second Amendment to Loan Agreement is based on the following recitals
("Recitals"), which are incorporated into and made a part of this Second
Amendment:

                  1. USML, Delaware Managed Care, Ohio Managed Care, Michigan
         Managed Care, Processing, AR Credit (each, an "Obligor" and
         collectively, the "Obligors"), and NBD are parties to a Revolving
         Credit and Loan Agreement dated April 30, 1997, as amended by a First
         Amendment to Revolving Credit and Loan Agreement dated September 26,
         1997 (as amended, and as may be further amended or restated from time
         to time, the "Loan Agreement"). In addition to the Loan Agreement, Bank
         and Obligors are parties to various other loan and security documents
         and guaranties more particularly described in or executed in connection
         with the Loan Agreement (which are defined as the "Loan Documents" in
         the Loan Agreement). Capitalized terms used but not defined in this
         Second Amendment have the same meanings given to those terms in the
         Loan Documents.

                  2. Obligors have requested that NBD enter into an approximate
         $541,000 lease transaction with Delaware Managed Care and that NBD
         purchase a lease contract entered into between USML and National
         Computer Resources, Inc. ("National Computer") in the approximate
         amount of $41,000 (collectively, the "Lease Transactions").

                  3. Obligors have requested and, subject to the terms hereof,
         Bank has agreed to amend the Loan Agreement as set forth in this Second
         Amendment.







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                                    AGREEMENT

         Based on the foregoing Recitals (which are incorporated herein as
representations, warranties, acknowledgments and agreements of the parties, as
the case may be) and for other good and valuable consideration, the receipt and
adequacy of which is mutually acknowledged by the parties hereto, Obligors and
Bank agree as follows:

                  A. To evidence the Lease Transactions, Delaware Managed Care
         must execute and deliver to NBD the lease documents attached to this
         Second Amendment as Exhibit A and such related agreements as NBD may
         require and USML must execute and deliver to NBD the lease documents
         attached to this Second Amendment as Exhibit B and such related
         agreements as NBD may require (collectively, each, a "Lease Document"
         and together, the "Lease Documents").

                  B. The last sentence of the definition of "Advance" in Section
         1.1 of the Loan Agreement is amended to read as follows: "Loans and
         advances made under Section 2.3 and the Lease Transactions are not
         Advances."

                  C. The definition of "Loan Documents" in Section 1.1 of the
         Loan Agreement is amended in its entirety to read as follows:

                  "Loan Documents" means this Agreement, the Notes, the Lease
                  Documents, the documents and agreements delivered to the Bank
                  in accordance with the Articles II and III of this Agreement,
                  and all other agreements and documents or instruments now or
                  hereafter executed by or on behalf of any one or more of the
                  Obligors and delivered to Bank."

                  D. The definition of "Obligations" in Section 1.1 of the Loan
         Agreement is amended to provide that in addition to the obligations
         described therein, the term "Obligations" also includes all present and
         future obligations arising under or in connection with the Lease
         Transactions and the Lease Documents.

                  E. Any Event of Default under the Loan Documents is also a
         default under each of the Lease Documents.

                  F. Prior to or simultaneously with execution and delivery of
         this Second Amendment, Obligors must cause to be executed and delivered
         to Bank such financing statements, resolutions and other agreements
         that Bank may require to effectuate the transactions contemplated by
         this Second Amendment. Obligors must pay all costs and expenses
         (including attorneys' fees) incurred by Bank in connection with this
         Second Amendment.



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                  G. Obligors expressly acknowledge and agree that all
         collateral security and security interests, liens, pledges, guaranties,
         and mortgages heretofore or hereafter granted Bank including, without
         limitation, such collateral, security interests, liens, pledges, and
         mortgages granted under the Loan Documents, extend to and cover all of
         each Obligor's Obligations to Bank, now existing or hereafter arising
         including, without limitation, those arising in connection with this
         Second Amendment (including the Lease Transactions and the Lease
         Documents) and under all guaranty agreements now or in the future given
         by one or more of the Obligors in Bank's favor, upon the terms set
         forth in such agreements, all of which security interests, liens,
         pledges, and mortgages are ratified, reaffirmed, confirmed and
         approved.

                  H. From and after the date of this Second Amendment,
         references in the Loan Documents to the Loan Agreement are to be
         treated as referring to the Loan Agreement as amended by this Second
         Amendment.

                  I.       Obligors represent and warrant to the NBD that:

                           (1)      (a) The execution, delivery and performance
                  of this Second Amendment by the Obligors and all agreements
                  and documents delivered by Obligors in connection with this
                  Second Amendment have been duly authorized by all necessary
                  corporate or other organizational action and does not and
                  will not require any consent or approval of its
                  stockholders or members, violate any provision of any law,
                  rule, regulation, order, writ, judgment, injunction, decree,
                  determination or award presently in effect having
                  applicability to it or of its articles of incorporation,
                  articles of organization, or bylaws, or result in a breach of
                  or constitute a default under any indenture or loan or credit
                  agreement or any other agreement, lease or instrument to
                  which any Obligor is a party or by which it or its properties
                  may be bound or affected.

                                    (b) No authorization, consent, approval,
                  license, exemption of or filing a registration with any court
                  or governmental department, commission, board, bureau, agency
                  or instrumentality, domestic or foreign, is or will be
                  necessary to the valid execution, delivery or performance by
                  Obligors of this Second Amendment and all agreements and
                  documents delivered in connection with this Second Amendment.

                                    (c) This Second Amendment and all agreements
                  and documents delivered by Obligors in connection with this
                  Second Amendment are the legal, valid and binding obligations
                  of Obligors enforceable against each of them in accordance
                  with the terms thereof.

                           (2) After giving effect to the amendments contained
                  in this Second Amendment, all of the representations and
                  warranties contained in the Loan


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                  Documents are true and correct on and as of the date hereof
                  with the same force and effect as if made on and as of the
                  date hereof.

                           (3) Obligors's financial statements furnished to the
                  NBD, fairly present Obligors's financial condition as at such
                  dates and the results of Obligors's operations for the periods
                  indicated, all in accordance with generally accepted
                  accounting principles applied on a consistent basis, and since
                  the date of the last such financial statement there has been
                  no material adverse change in such financial condition.

                           (4) No Default or Event of Default has occurred and
                  is continuing or will exist on the date of this Second
                  Amendment under the Loan Agreement or any of the other Loan
                  Documents.

                  J. The terms and provisions of this Second Amendment amend,
         add to and constitute a part of the Loan Agreement. Except as expressly
         modified and amended by the terms of this Second Amendment, all of the
         other terms and conditions of the Loan Agreement and the other Loan
         Documents (including all guaranties, which, without limitation, extend
         to and cover the Obligations arising in connection with the Lease
         Transactions and the Lease Documents) remain in full force and effect
         and are hereby ratified, reaffirmed, confirmed, and approved.

                  K. If there is an express conflict between the terms of this
         Second Amendment to Loan Agreement and the terms of the Loan Agreement
         or the other Loan Documents, the terms of this Second Amendment govern
         and control.

                  L. This Second Amendment may be executed in any number of
         counterparts with the same effect as if all signatories had signed the
         same document. All counterparts must be construed together to
         constitute one instrument.

                  M. WAIVER OF JURY TRIAL AND ACKNOWLEDGMENT. THE PARTIES HERETO
         ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT,
         BUT THAT THIS RIGHT MAY BE WAIVED. NBD AND OBLIGORS EACH HEREBY
         KNOWINGLY, VOLUNTARILY AND WITHOUT COERCION, WAIVE ALL RIGHTS TO A
         TRIAL BY JURY OF ALL DISPUTES ARISING OUT OF OR IN RELATION TO THIS
         AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENTS BETWEEN ANY OF
         THE PARTIES. NO PARTY SHALL BE DEEMED TO HAVE RELINQUISHED THE BENEFIT
         OF THIS WAIVER OF



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         JURY TRIAL UNLESS SUCH RELINQUISHMENT IS IN A WRITTEN INSTRUMENT SIGNED
         BY THE PARTY TO WHICH SUCH RELINQUISHMENT WILL BE CHARGED.

NBD BANK


By:/s/ Robert B. Green
   -----------------------------
         Robert B. Greene
         First Vice President


UNIVERSAL STANDARD
HEALTHCARE, INC.


By: /s/ Alan S. Ker
   -----------------------------
         Alan S. Ker
         Vice President Finance and Treasurer


UNIVERSAL STANDARD HEALTHCARE
OF MICHIGAN, INC.


By: /s/ Alan S. Ker
   -----------------------------
         Alan S. Ker, Treasurer


UNIVERSAL STANDARD HEALTHCARE
OF OHIO, INC.


By: /s/ Alan S. Ker
   -----------------------------
         Alan S. Ker, Treasurer


UNIVERSAL STANDARD HEALTHCARE
OF DELAWARE, INC.


By: /s/ Alan S. Ker
   -----------------------------
         Alan S. Ker, Treasurer


[Signatures continued on following page]



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[Signature continued from preceding page]


A/R CREDIT, INC.


By: /s/ Alan S. Ker
   -----------------------------
         Alan S. Ker, Treasurer


T.P.A., INC.


By: /s/ Alan S. Ker
   -----------------------------
         Alan S. Ker, Treasurer


Exhibit    A - Lease Documents
           B - National Computer Lease Documents



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