EXHIBIT 10.14

                              TERM PROMISSORY NOTE
                                  (this "Note")

NAME AND ADDRESS OF MAKER:

        MEDICAL INNOVATIONS, INC.
        One Riverway, Suite 2300
        Houston, Texas  77056

DATE:                    MATURITY DATE:
March 15, 1996           April 15, 1997         AMOUNT OF NOTE:  $3,625,000.00

INTEREST CALCULATION BASIS:   ACCOUNT NO.:     NOTE NO.:      RENEWAL CODE:
             360              004-1101070       9003                 R

                                     INTEREST RATE (ANNUAL RATE OF INTEREST):
                                     FIXED RATE OF THE LIBOR RATE PLUS ONE
TELLER:         OFFICER:             PERCENT (1)%, OR FLOATING RATE OF 
 VRL             GXW                 THE PRIME RATE MINUS ONE   PERCENT (1)%

    FOR VALUE RECEIVED, on or before the Maturity Date, Maker promises to pay to
the order of Texas Commerce Bank National Association (the "Bank"), at its
office in Houston, Texas, in immediately available funds and lawful money of the
United States of America, the Amount of Note THREE MILLION SIX HUNDRED
TWENTY-FIVE THOUSAND AND NO/100THS DOLLARS ($3,625,000.00) or so much thereof as
may be advanced, plus interest on the unpaid Amount of Note from the date of
advance to the Maturity Date at the Interest Rate calculated on the basis of the
actual number of days elapsed and a year comprised of the number of days set
forth above under the Interest Calculation Basis, either 360 or 365 (and 366 as
the case may be), provided that if the Interest Calculation Basis is a 360 day
year for the actual number of days elapsed and such calculation would result in
a usurious interest rate, then in such event, interest shall be calculated on
the basis of a 365 or 366 day year, as the case may be, provided however, in no
event shall the Interest Rate exceed the Highest Lawful Rate. If the Interest
Rate is stated in terms of the Prime Rate and at any time would exceed the
Highest Lawful Rate, but for the limitation contained herein, the actual rate of
interest to accrue on the unpaid principal amount of this Note shall be limited
to the Highest Lawful Rate, but any subsequent reductions in the Prime Rate
shall not reduce the interest rate payable upon the unpaid Amount of Note below
the Highest Lawful Rate until such time as the total amount of interest accrued
on the unpaid principal amount of this Note equals the amount of interest which
would have accrued if the Interest Rate had at all times been in effect. The
"Highest Lawful Rate" means, on any day, the maximum nonusurious rate of
interest permitted for that day by whichever of applicable federal or Texas law
permits the higher interest rate, stated as a rate per annum. On each day, if
any, as Texas law shall establish the Highest Lawful Rate, the Highest Lawful
Rate shall be the "indicated rate ceiling" (as defined in the Texas Credit Code,
V.T.C.S. Art. 5069-1.01 et seq. ("Chapter One") in effect on such day.
    "Business Day" means a day: (i) on which the Bank and commercial banks in
New York City are generally open for business; and (ii) with respect to the
LIBOR Rate, on which dealings in United States Dollar deposits are carried out
in the London interbank markets.
    "LIBOR Rate" means a per annum interest rate determined by Bank by DIVIDING:
(i) the average rate per annum (rounded upwards, if necessary, to the next 1/16
of 1%) of the rates per annum at which United States dollar deposits in an
amount comparable to the principal amount of the LIBOR Loan to which such LIBOR
Rate is applicable for a term equal to or substantially equal to the Interest
Period are offered by Bank to prominent banks in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of the applicable Interest Period; by (ii) Statutory Reserves.
    "Interest Period" means the period for which this Note shall bear interest
at either the LIBOR Rate or the Prime Rate as elected by Maker consistent with
the following provisions. The duration of each Interest Period shall be: (a) in
the case of the Prime Rate, a period of up to 90 days; and (b) in the case of
the LIBOR Rate, 1, 2, 3 or 6 months; provided, however, that the Maker's choice
of Interest Period is subject to the following limitations: (i) No Interest
Period shall end on a date after the Maturity Date; and (ii) If the last day of
an Interest Period would be a day other than a Business Day, the Interest Period
shall end on the next succeeding Business Day (unless the Interest Period
relates to the LIBOR Rate and the next succeeding Business Day is in a different
calendar month than the day on which the Interest Period would otherwise end, in
which case the Interest Period shall end on the next preceding Business Day).
The "Interest Rate Change Date" shall be the first day of an Interest Period.
    "Statutory Reserves" shall mean the DIFFERENCE (expressed as a decimal) of
the number one minus the aggregate of the maximum reserve percentages
(including, without limitation, any marginal, special, emergency, or
supplemental reserves) expressed as a decimal established by the Board of
Governors of the Federal Reserve System and any other banking authority to which
the Bank is subject with respect to the LIBOR Rate, for Eurocurrency Liabilities
(as defined in Regulation D of the Board). Such reserve percentages shall
include, without limitation, those imposed under such Regulation D. Amounts
outstanding under this Note at the LIBOR Rate shall be deemed to constitute
Eurocurrency Liabilities and as such shall be deemed to be subject to such
reserve requirements without benefit of or credit for proration, exceptions or
offsets which may be available from time to time to any Bank under such
Regulation D. Statutory Reserves shall be adjusted automatically on and as of
the effective date of any change in any reserve percentage.
    Maker's selection of the Interest Rate shall be made on Maker's irrevocable
notice, given not later than 10:00 A.M. (Houston time) on, in the case of the
LIBOR Rate, the third Business Day prior to the proposed Interest Rate Change
Date or, in the case of the Prime Rate, the first Business Day prior to the
proposed Interest Rate Change Date, from the Maker to the Bank. Each such notice
of a requested borrowing (a "Notice of Requested Borrowing") under this
paragraph may be oral or written, and shall specify whether the requested
Interest Rate is to be the LIBOR Rate or the Prime Rate and the Interest Period
requested. If any Notice of Requested Borrowing shall be oral, the Maker shall
deliver to the Bank prior to the Interest Rate Change Date a confirmatory
written Notice of Requested Borrowing.
    In the event Maker shall fail to select an Interest Rate as provided herein,
then the Interest Rate shall be the Prime Rate until such time as Maker shall
select the LIBOR Rate as provided herein.
    If at any time the Bank determines in good faith (which determination shall
be conclusive) that any change in any applicable law, rule or regulation or in
the interpretation, application or administration thereof makes it unlawful, or
any central bank or other governmental authority asserts that it is unlawful,
for the Bank or its foreign branch or branches to maintain or fund any loan by
means of dollar deposits obtained in any London interbank market (any of the
above being described as a "LIBOR Event"), then, at the option of the Bank, the
principal amount of the Note then outstanding, which is are directly affected by
such LIBOR Event, shall be prepaid by the Maker. Upon the occurrence of any
LIBOR Event, and at any time thereafter so long as such LIBOR Event shall
continue, the Bank may exercise its aforesaid option by giving written notice
thereof to the Maker.
    Any prepayment of this Note which is required under the preceding paragraph
shall be made, together with accrued and unpaid interest and all other amounts
payable to the Bank under this Note with respect to such prepaid amount on the
date stated in the notice to the Maker referred to above, which date ("required
prepayment date") shall be not less than 15 days from the date of such notice.
If
                               Page 1 of 4 Pages

this Note is required to be prepaid under the preceding paragraph, the Bank
shall change the Interest Rate on this Note on the required prepayment date to
the Prime Rate for an Interest Period ending on the same day as that which was
so prepaid.
    If any domestic or foreign law, treaty, rule or regulation (whether now in
effect or hereinafter enacted or promulgated, including Regulation D of the
Board of Governors of the Federal Reserve System) or any interpretation or
administration thereof by any governmental authority charged with the
interpretation or administration thereof (whether or not having the force of
law): (a) changes, imposes, modifies, applies or deems applicable reserve,
special deposit or similar requirements in respect of any amounts outstanding
under this Note or against assets of, deposits with or for the account of, or
credit extended or committed by, the Bank; or (b) imposes on the Bank or the
interbank eurocurrency deposit and transfer market or the market for domestic
bank certificates or deposit any other condition affecting any amounts
outstanding under this Note; and the result of any of the foregoing is to impose
a cost to the Bank of funding or maintaining any amounts outstanding under this
Note or to reduce the amount of any sum receivable by the Bank in respect of any
amounts outstanding under this Note, then the Bank may notify the Maker in
writing of the happening of such event and Maker shall upon demand pay to the
Bank such additional amounts as will compensate the Bank for such costs. Without
prejudice to the survival of any other agreement of the Maker under this Note,
the obligations of the Maker under this paragraph shall survive the termination
of this Note.
    "Prime Rate" means the prime rate of the Bank as determined from time to
time by Bank and thereafter entered in the minutes of Bank's Loan and Discount
Committee. Without notice to Maker or any other person or entity, the Prime Rate
shall automatically fluctuate upward and downward as and in the amount by which
such prime rate fluctuates. MAKER UNDERSTANDS THAT THE PRIME RATE IS A REFERENCE
RATE AND MAY NOT REPRESENT THE LOWEST OR BEST RATE ACTUALLY CHARGED TO ANY
CUSTOMER, AND ANY STATEMENT, REPRESENTATION OR WARRANTY IN THAT REGARD OR TO
THAT EFFECT IS EXPRESSLY DISCLAIMED BY BANK. BANK MAY MAKE LOANS AT RATES OF
INTEREST AT, ABOVE OR BELOW THE PRIME RATE.
    It is the intention of the Maker and the Bank to conform strictly to the
usury laws in force in the state of Texas and in the United States of America,
as applicable. It is therefore agreed that: (i) in the event that the maturity
hereof is accelerated by reason of an election by the Bank or if the same is
prepaid prior to the maturity, all unearned interest shall be canceled
automatically or, if theretofore paid, shall either be refunded to the Maker or
credited on the unpaid principal amount of this Note, whichever remedy is chosen
by the Bank; (ii) the aggregate of all interest and other charges constituting
interest under applicable law and contracted for, chargeable or receivable under
this Note or otherwise in connection with this loan transaction shall never
produce a rate in excess of the maximum nonusurious rate of interest that the
Bank may charge the Maker under applicable law; and (iii) if any excess interest
is contracted for, charged or received, it shall be deemed a mistake and any
excessive interest received shall be either refunded to the Maker or credited on
the unpaid principal amount hereof, and this Note and any document which
evidences a charging of or contracting for excessive interest shall be
automatically deemed reformed so as to permit only the collection of the maximum
nonusurious rate and amount of interest; provided, however, that all sums paid
or agreed to be paid for the use, forbearance or detention of the loan evidenced
hereby shall, to the extent permitted by applicable law, be amortized, prorated,
allocated and spread throughout the full term of this Note.
    All past due principal and, to the extent permitted by applicable law,
interest on this Note shall bear interest at the Highest Lawful Rate, or, if
applicable law shall not provide for a maximum nonusurious rate of interest, at
a rate per annum equal to the Prime Rate plus five percent (5%).
    If any holder of this Note retains an attorney in connection with any
default or to collect, enforce or defend this Note or any papers intended to
secure or guarantee this Note in any lawsuit or in any probate, reorganization,
bankruptcy or other proceeding, or if Maker sues any holder in connection with
this Note or any such papers and does not prevail, Maker shall pay to each such
holder, in addition to principal and interest, all reasonable costs and expenses
incurred by such holder in trying to collect this Note or in any such suit or
proceeding, including reasonable attorneys' fees.
    The term "Loan Documents" shall refer to this Note and any security
agreements executed as security for this Note and all such other written
agreements, guaranties, documents, instruments and other writings required by
Bank and executed and delivered to Bank in connection with or in any way related
to this Note or any security for the Note.
    This Note is given in renewal, extension, modification and increase of that
certain Term Promissory Note dated December 22, 1994 executed by Maker and
payable to the order of Bank in the original principal amount of $3,800,000.00
(the "Renewed Note"). The Renewed Note is secured by Third Party Security
Agreement - Pledge dated June 29, 1994 executed by Harvey R. Houck, Jr.; Third
Party Security Agreement - Pledge dated June 29, 1994 executed by Mark H. and
Sheryl W. Fisher; Third Party Security Agreement - Pledge dated June 29, 1994
executed by Mark H. Fisher; and by Third Party Security Agreement - Pledge dated
June 30, 1994 executed by John Schurwon. Maker specifically acknowledges the
validity and enforceability of each of the Security Agreements and Maker agrees,
ratifies and confirms that each and all the liens, security interests and other
interests as more fully described in the Security Agreements are hereby granted,
renewed, extended and hereby brought forward to secure this Note. Maker agrees
and acknowledges that the terms "secured indebtedness" and "indebtedness secured
hereby" as used in each of the Security Agreements and any security agreement
executed in connection with or arising under or related to the Renewed Note
includes all indebtedness arising under or related to this Note (including all
subsequent renewals, extensions, increases, modifications, rearrangements
thereof and substitutions or replacements thereto of the foregoing) and related
to or arising under any of the Loan Documents. This Agreement in no way acts as
a release and/or relinquishment of any liens, security interests and/or rights
in connection with any collateral securing payment of this Note or the Renewed
Note. Maker agrees to execute security agreements and financing statements, all
in such form and substance acceptable to Bank and its counsel to further
evidence such security interests if so requested by Bank.

                                PAYMENT SCHEDULE
    This Note shall be due and payable as follows: ACCRUED AND UNPAID INTEREST
is due monthly, beginning on April 15, 1996 and continuing on the 15th day of
each month thereafter until the Maturity Date when all remaining unpaid Amount
of Note and accrued and unpaid interest is finally due and payable.
    All payments and prepayments hereon may, at Bank's sole option, be applied
to accrued interest, to principal, or to both.
    Each maker, guarantor, cosigner, surety and endorser waives grace, demand,
presentment, notice of dishonor, notice of acceleration, notice of intent to
accelerate, protest, notice of protest and diligence in collecting and the
bringing of suit against any party hereto for the purpose of fixing liability;
agrees to application of any Bank balance to payment hereof; agrees that
extensions and renewals without limit as to number, acceptance of any number of
partial payments, and releases or substitutions of or changes in any guaranty or
collateral, with or without notice, before or after the Maturity Date, any
failure to perfect or maintain perfection of any lien against or security
interest in any such collateral or the partial or complete unenforceability of
any guaranty or other surety obligation, in each case in whole or in part, shall
not release or discharge his obligation hereunder; and agrees that waiver of any
default shall not constitute waiver of any prior or subsequent default.
    Terms used in this Note shall have the meanings indicated in the boxes above
or as defined herein. Where appropriate, the masculine gender includes the
feminine and the neuter and the singular number includes the plural number.
"Loan Document" means any document or instrument evidencing, securing,
guaranteeing or given in connection with this Note. "Obligations" means all

                               Page 2 of 4 Pages

principal, interest and other amounts which are or become owing under this Note
or any other Loan Document. "Obligor" means Maker and any guarantor, surety,
co-signer, general partner or other person who may now or hereafter be obligated
to pay all or any part of the Obligations.
    THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF TEXAS AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. THIS
NOTE HAS BEEN ENTERED INTO IN THE COUNTY OF THE BANK'S PRINCIPAL OFFICE IN
TEXAS, SHALL BE PERFORMABLE FOR ALL PURPOSES IN SUCH COUNTY AND THE MAKER AND
THE BANK AGREE THAT THE COUNTY IN WHICH BANK'S PRINCIPAL OFFICE IS LOCATED IN
TEXAS IS PROPER VENUE FOR ANY ACTION OR PROCEEDING BROUGHT BY THE MAKER OR THE
BANK, WHETHER IN CONTRACT, TORT, OR OTHERWISE. ANY ACTION OR PROCEEDING AGAINST
THE MAKER MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT IN SUCH COUNTY. THE MAKER
HEREBY IRREVOCABLY (A) SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURTS,
AND (B) WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY
SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT OR THAT ANY SUCH COURT IS AN
INCONVENIENT FORUM. THE MAKER AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE
BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS
SPECIFIED BELOW. NOTHING HEREIN OR IN ANY OF THE OTHER LOAN DOCUMENTS SHALL
AFFECT THE RIGHT OF THE BANK TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW OR SHALL LIMIT THE RIGHT OF THE BANK TO BRING ANY ACTION OR PROCEEDING
AGAINST THE MAKER OR WITH RESPECT TO ANY OF ITS PROPERTY IN COURTS IN OTHER
JURISDICTIONS OR VENUES.
    Bank reserves the right, in its sole discretion, without notice to Maker, to
sell participations or assign its interest, or both, in all or any part of this
Note or the debt evidenced hereby.
    The Maker may on any Business Day prepay all or any part of this Note
without the payment of any premium or fee, provided the Interest Rate is the
Prime Rate. Partial prepayments shall be in an aggregate principal amount of
$250,000.00 or a greater integral multiple of $100,000.00. Except as specified
in this paragraph, the Maker shall have no right to prepay this Note.
    The Maker will indemnify the Bank against, and reimburse the Bank on demand
for, any loss, cost or expense incurred or sustained by the Bank (including
without limitation any loss, cost or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by the Bank to
fund or maintain loans bearing interest at the LIBOR Rate as a result of: (a)
any payment or prepayment (whether permitted by the Bank or required hereunder
or otherwise) of all or a portion of this Note when the Interest Rate is the
LIBOR Rate other than on the last day of the Interest Period; (b) any payment or
prepayment, whether required hereunder or otherwise, of this Note when the
Interest Rate is the LIBOR Rate made after the delivery of a Notice of Requested
Borrowing but before the applicable Interest Rate Change Date if such payment or
prepayment prevents the proposed Interest Rate Change from becoming fully
effective. For purposes of this paragraph, funding losses arising by reason of
liquidation or reemployment of deposits or other funds acquired by the Bank to
fund or maintain loans bearing interest at the LIBOR Rate shall be calculated as
the remainder obtained by subtracting: (i) the yield (reflecting both stated
interest rate and discount, if any) to maturity of obligations of the United
States Treasury in an amount equal or comparable to such Loan for the period of
time commencing on the date of the payment, prepayment or change of rate as
provided above and ending on the last day of the subject Interest Period; from
(ii) the interest payable at the LIBOR Rate for the period commencing on the
date of such payment, prepayment or change of rate and ending on the last day of
such Interest Period. Such funding losses and other costs and expenses shall be
calculated and billed by the Bank and such bill shall, as to the costs incurred,
be conclusive absent manifest error.
    Time is of the essence with respect hereto. If any of the following events
("Events of Default") shall occur, then the Bank may do any or all of the
following: (i) declare this Note to be, and thereupon the principal balance of
this Note shall forthwith become, immediately due and payable, together with all
accrued and unpaid interest thereon and all other obligations and indebtedness
of the Maker under the Loan Documents, without notice of acceleration or of
intention to accelerate, presentment and demand or protest, all of which are
hereby expressly waived; (ii) set off, in any order, against the indebtedness of
the Maker under the Loan Documents any debt owing by the Bank to any Maker,
including, but not limited to, any deposit account, which right is hereby
granted by Maker to the Bank; and (iii) exercise any and all other rights
pursuant to the Loan Documents, at law, in equity or otherwise: Each of the
following events or conditions is an "Event of Default:" (1) any Obligor fails
to pay any of the Obligations when due; (2) any warranty, representation or
statement now or hereafter contained in or made in connection with any Loan
Document was false or misleading in any respect when made; (3) any Obligor
violates any covenant, condition or agreement contained in any Loan Document;
(4) any Obligor fails or refuses to submit financial information requested by
Bank or to permit Bank to inspect its books and records on request; (5) any
event of default occurs under any other Loan Document; (6) any individual
Obligor dies, or any Obligor that is an entity dissolves; (7) a receiver,
conservator or similar official is appointed for any Obligor or any Obligor's
assets; (8) any petition is filed by or against any Obligor under any
bankruptcy, insolvency or similar law; (9) any Obligor makes an assignment for
the benefit of creditors; (10) a final judgment is entered against any Obligor
and remains unsatisfied for 30 days after entry, or any property of any Obligor
is attached, garnished or otherwise made subject to legal process; and (11) any
material adverse change occurs in the business, assets, affairs or financial
condition of any Obligor.
    Maker warrants and represents to Bank, and to all other holders of any
indebtedness evidenced hereby, that the loan evidenced by this Note is for
business, commercial, investment or other similar purpose and not primarily for
personal, family, household or agricultural use, as such terms are used in
Chapter One. No amounts loaned hereunder may be used for the purchase or
carrying of any margin stock as that term is defined in Regulation U of the
Board of Governors of the Federal Reserve System. Notwithstanding anything
contained herein or in any other separate security agreement or other writing
executed heretofore, herewith or hereafter in connection with or related to this
credit obligation, if this is a consumer credit obligation (as defined or
described in 12 C.F.R. 227, Regulation AA, promulgated by the Federal Reserve
Board), the security for this credit obligation shall not extend to any
nonpossessory security interest in household goods (as defined in Regulation AA)
other than a purchase money security interest, and no waiver of any notice
contained herein or therein shall be construed under any circumstances to extend
to any waiver of notice prohibited by Regulation AA.
    Each Maker and cosigner represents and warrants to Bank that if it is not a
natural person, it is duly organized and validly existing and in good standing
under the laws of the state of its incorporation or organization; has full power
to own its properties and to carry on its business as now conducted; and is duly
qualified to do business and is in good standing in each jurisdiction in which
the nature of the business conducted by it makes such qualification desirable;
and has not commenced any dissolution proceedings. Each Maker that is subject to
the Texas Revised Partnership Act waives compliance by Bank with Section 3.05(d)
of the Texas Revised Partnership Act and agrees that Bank may proceed directly
against one or more partners or their property without first seeking
satisfaction from partnership property. Each Maker and cosigner represents and
warrants that if it conducts business under an assumed business or professional
name it has properly filed Assumed Name Certificate(s) in the office(s) required
by Chapter 36 of the Texas Business and Commerce Code. Each of the persons
signing below as Maker or cosigner represents and warrants that he/she has full
requisite power and authority to execute and deliver this Note to Bank on behalf
of the party for whom he/she signs and to bind such party to the terms and
conditions of this Note and that this Note is enforceable against such party.

                               Page 3 of 4 Pages

    THIS NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

    THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

SIGNATURE OF MAKER:  MEDICAL INNOVATIONS, INC.

By: /s/ MARK H. FISHER

Name:  Mark H. Fisher

Time:

Date: 3-18-96

(The Bank's signature is provided as its acknowledgement of the above as the
final written agreement between the parties and as its agreement with each Maker
that is a partnership that Bank is not required to comply with Section 3.05(d)
of the Texas Revised Partnership Act.)


BANK:   TEXAS COMMERCE BANK NATIONAL ASSOCIATION


By: /s/ GARY WHITT

Name: Gary Whitt

Title:  VP

                               Page 4 of 4 Pages
<PAGE>
                        COLLATERAL MAINTENANCE AGREEMENT

                                 March 15, 1996


Medical Innovations, Inc.           Physician's Visiting Nurse Service, Inc.
One Riverway, Suite 2300            1110 N. Post Oak Road #140
Houston, Texas  77056               Houston, Texas  77056

Sheryl W. Fisher                    Harvey Houck, Jr.
One Riverway, Suite 2300            One Riverway, Suite 2300
Houston, Texas  77056               Houston, Texas  77056


                           Mark H. Fisher
                           One Riverway, Suite 2300
                           Houston, Texas  77056

                           John Schurwon
                           One Riverway, Suite 2300
                           Houston, Texas  77056

Ladies and Gentlemen:

         Texas Commerce Bank National Association (the "Bank") has extended
certain loans (the "Loans") to Medical Innovations, Inc. and Physician's
Visiting Nurse Service, Inc. (each a "Borrower") and as a condition precedent to
making the Loans, Mark H. Fisher, Sheryl W. Fisher, Harvey R. Houck, Jr., and
John Schurwon (jointly and severally, "Pledgor") granted the Bank a security
interest in certain bonds described on the EXHIBIT A attached hereto and
incorporated herein for all purposes (the "Collateral") and other property
pursuant to the terms of, and as described in various Third Party Security
Agreements - Pledge, executed by Pledgors as of June 30, 1994 and June 29, 1994
and delivered to Bank (the "Security Agreement"). Each and all of the Collateral
secures, among other of Borrower's indebtedness to Bank, now or hereafter
existing in favor of the Bank, the Loan evidenced by the promissory note
executed by Medical Innovations, Inc. and delivered to Bank dated March 15, 1996
in the principal amount of $3,625,000.00 (together with each and every renewal,
extension, modification and rearrangement thereof, replacement and substitution
therefor, the "Note") and that certain promissory note executed by Physicians
Visiting Nurse Service, Inc. and delivered to Bank in the principal amount of
$1,575,000.00 dated March 15, 1996 (together with any and all renewals,
extensions and modifications thereof, the "Other Note").

         For the mutual agreements herein set forth and in consideration of the
making of the Loans, each of the undersigned Borrower and Pledgor ("You")
jointly and severally agree to the following terms and conditions (hereinafter
this "Collateral Maintenance Agreement"). The aggregate total amounts
outstanding under the Note, both principal and accrued and unpaid interest, plus
the aggregate total amounts outstanding under the Other Note, both principal and
accrued and unpaid interest, is hereinafter referred to as the "Aggregate
Balance". "Collateral Value" shall refer to the market value of the Collateral
in which Bank has a first and perfected security interest, as such value is
determined by Bank. Bank may determine the market value of the Collateral by any
reasonable method, which determination shall be deemed conclusive absent
manifest error. Using published figures in THE WALL STREET JOURNAL is deemed
reasonable. You agree that so long as any amounts remain outstanding under the
Note or the Other Note, the Collateral Value shall at all times be at least
equal to 100% of the Aggregate Balance (the "Collateral to Loan Percentage"). In
the event the Collateral to Loan Percentage is ever less than 100%, then within
ten (10) days of notice by Bank to each of You at the address set forth above
(such notice deemed sufficient if given by mail, telephone, telex or facsimile
machine), You shall: (i) make a prepayment on the Note or the Other Note or
both; (ii) deliver additional cash collateral and/or marketable securities
acceptable to Bank along with properly executed financing statements and
security agreements to evidence a first and continuing perfected security
interest in the property so delivered and such additional property taken by Bank
as collateral shall be deemed "Collateral" as such term is used herein; or (iii)
do any combination of (i) and (ii) so that the Collateral Value is at least 100%
of the Aggregate Balance.

         In the event You fail to take one of the steps outlined above (or a
combination of such steps) within ten (10) business days after notice by Bank to
You or any of You so that the Collateral Value is at least equal to 100% of the
Aggregate Balance, then a default shall occur under this Collateral Maintenance
Agreement and under the Note and under the Other Note and the Bank shall be
entitled to liquidate the existing Collateral and apply such proceeds to the
then outstanding indebtedness (both principal and accrued and unpaid interest)
in whatever order Bank chooses and/or exercise any other right, power, or
privilege provided to Bank in the Note, in the Other Note or related Loan
Documents for a default.

         You have represented to Bank that the proceeds of the Note or the Other
Note will not be used for the purpose, whether immediate, incidental, or
ultimate of buying or carrying margin stock as that term is used in Regulation U
of the Board of Governors of the Federal Reserve System ("Regulation U").

         Bank has expressly reserved the right to change the Collateral to Loan
Percentage and Bank may at any time upon notice to You change the Collateral to
Loan Percentage to comply with the requirements of Regulation U, which
regulation
                               Page 1 of 3 Pages

from time to time sets the maximum loan value for margin stock which, as of the
date of this letter, for margin stock (except options/puts/calls/and
combinations) is set at fifty percent (50%) of the stock's current market value
as defined in Regulation U which would require a Collateral to Loan Percentage
of two hundred percent (200%) under this Collateral Maintenance Agreement. The
change in Collateral to Loan Percentage shall be effective ten (10) days
following notice to You, unless the change is necessary to comply (in Bank's
sole discretion and determination) with Regulation U or any other legal
requirement affecting the Loan evidenced by the Note or the Other Note in which
case the change is effective immediately.

         "Loan Documents" shall refer to the Note, the other Note, the Security
Agreement together with all such other agreements, instruments and other
writings required by Bank and executed and delivered to Bank in connection with
or in any way related to the Note or the Other Note or any security for the Note
or the Other Note.

         The Bank may waive any default without waiving any prior or subsequent
default. The Bank may remedy any default without waiving the default remedied.
The failure of the Bank to exercise any right, power or remedy upon any default
shall not be construed as a waiver of such default or as a waiver of the right
to exercise any such right, power or remedy at a later date. This Collateral
Maintenance Agreement is a continuing agreement and shall remain in full force
and effect until all indebtedness evidenced by the Note and the Other Note is
paid in full.

         YOU AGREE THAT PURSUANT TO THE SECURITY AGREEMENTS ANY ADDITIONAL
SECURITIES DELIVERED TO THE BANK PURSUANT TO THIS COLLATERAL MAINTENANCE
AGREEMENT (IN ADDITION TO OTHER PROPERTIES DELIVERED TO THE BANK AFTER THE DATE
OF THE SECURITY AGREEMENTS) SHALL BE INCLUDED IMMEDIATELY IN THE COLLATERAL
PLEDGED TO THE BANK UNDER THE SECURITY AGREEMENTS, WITHOUT THE NECESSITY FOR THE
ADOPTION OF ANY AMENDMENT OR REVISED LISTING IN THIS COLLATERAL MAINTENANCE
AGREEMENT OR THE SECURITY AGREEMENTS.

         This Collateral Maintenance Agreement may be separately executed in any
number of counterparts and by different parties hereto in separate counterparts
each of which when so executed shall constitute one and the same agreement.

         If any of the Collateral consists of securities which are subject to
any restrictions on volume of sales under securities laws, and which restricts
aggregate sales by You and the Bank in determining such limitation, You shall
not sell securities of the same issue as those pledged to Bank nor shall You
pledge such securities without the Bank's prior written permission.

         THIS COLLATERAL MAINTENANCE AGREEMENT SHALL BE CONSTRUED AND GOVERNED
BY THE LAWS OF THE STATE OF TEXAS AND OF THE UNITED STATES OF AMERICA AS
APPLICABLE.

         THIS WRITTEN AGREEMENT AND THE OTHER WRITTEN LOAN DOCUMENTS CONSTITUTE
A "LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(A) OF THE TEXAS BUSINESS &
COMMERCE CODE, AND REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.

         THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

         Please acknowledge your acceptance of the terms and conditions of this
letter by signing both counterparts in the space provided and returning one to
my attention.

                                    Sincerely,

                                    TEXAS COMMERCE BANK NATIONAL ASSOCIATION

                                    By: /s/ GARY WHITT

                                    Name: Gary Whitt

                                    Title:  VP

                               Page 2 of 3 Pages

Accepted and Agreed to effective as of March 15, 1996.

 MEDICAL INNOVATIONS, INC.

 By:  /s/ MARK H. FISHER
 Typed Name: Mark H. Fisher
 Title: President
 Date: 3-18-96

/s/ MARK H. FISHER
 Mark H. Fisher
 Date: 3-18-96

/s/ SHERYL W. FISHER
 Sheryl W. Fisher
 Date: 3-18-96

/s/ HARVEY R. HOUCK, JR.
 Harvey R. Houck, Jr.
 Date: 3-19-96

/s/ JOHN SCHURWON
 John Schurwon
 Date: 3-18-96

 PHYSICIAN'S VISITING NURSE SERVICE, INC.

 By:  /s/ MARK H. FISHER
 Typed Name: Mark H. Fisher
 Title: President
 Date: 3-18-96
                               Page 3 of 3 Pages

                                                     EXHIBIT A



$150,000.00 BOARD OF REGENTS UNIVERSITY OF HOUSTON, TX., CONSOLIDATED REVENUE
19193 DATED 8/5/93 DUE 2/15/2013 @ 5.5% I/N/O MARK H. FISHER CUSIP #914301SA5 -


$100,000.00 LOWER COLORADO RIVER AUTHORITY REVENUE RFOG BOND DATED 8/1/92 DUE
1/1/2017 @ 5.625% F/B/O MARK H. FISHER & SHIRLEY W. FISHER CUSIP #548100H90

$100,000.00 AUSTIN TEXAS UTILITY SYSTEM REVENUE COMB. RFDG SERIES B BIG TCC
DATED 10/15/88 DUE 11/15/2012 @ 7.80% F/B/O MARK H. FISHER CUSIP #052473YV1

$50,000.00 AUSTIN TEXAS SERIES C PUB IMPT. L T DATED 11/1/90 DUE 9/1/2008 @
7.00% F/B/O MARK FISHER CUSIP #062394HNG

$50,000.00 BRAZOS RIVER AUTHORITY TEXAS SPECIAL FACILITIES REVENUE DATED
10/15/89 DUE 8/15/2009 @ 6.90% F/B/O MARK FISHER CUSIP #105912AQ2

$100,000.00 BEXAR COUNTY TEXAS HEALTH FACILITIES DEVELOPMENT CORPORATION
HOSPITAL REVENUE BAPTIST MEMORIAL DATED 10/1/90 DUE 8/15/2005 @ 7.24% F/B/O MARK
FISHER CUSIP #088350CY7

$50,000.00 TEXAS STATE NATIONAL RESEARCH LAB DATED 5/1/90 DUE 4/1/2011 @ 7.125%
F/B/O MARK FISHER HELD CUSIP # 882716KM4

$50,000.00 LOWER COLORADO RIVER AUTHORITY TEXAS REVENUE DATED 7/1/85 DUE
1/1/2014 @ 8.00% F/B/O MARK FISHER CUSIP #548100PJ9

$4,750,000.00 US TREASURY NOTE DATED 7/15/92 MATURING 7/15/99 COUPON @ 6.375%
I/N/O HARVEY R. HOUCK CUSIP #921827F98

$120,000.00 MARICPOA COUNTY ARIZONA UNI SCHOOL DATED 3/30/93 DUE 7/1/96 I/N/O
JOHN SCHURWON CUSIP #567219K22

                          EXHIBIT A   Page 1 of 1 Page