EXHIBIT 10.16

                          REVOLVING PROMISSORY NOTE
                               (FLOATING RATE)
                                (this "Note")

                                  THIS IS A RENEWAL, EXTENSION, MODIFICATION
                                  OR DEFERRAL OF NOTE
                                  004-0077644-000001

NAME(S) AND ADDRESS(ES) OF B0RROWER(S)
PRN HOME HEALTH CARE, INC.

6233 S. INDUSTRIAL RD, BLDG. C     LAS VEGAS    NV         89118-
U.S. $                                                             (THE "DATE")
       1,175,000.00                                              MARCH 15, 1996

ACCOUNT NUMBER/NOTE NUMBER      TRANSACTION CODE     TELLER      OFFICER
004-0077644-000001                      R              VRL         GKW

     FOR VALUE RECEIVED, the "Borrower," (jointly and severally if more
than one), promises to pay to the order of

     TEXAS COMMERCE BANK NATIONAL ASSOCIATION ("Bank") on or before APRIL 15,
1997, at its office at 712 MAIN HOUSTON, TEXAS 77252-2558, or at such other
location as Bank may designate, in immediately available funds

         ***ONE MILLION ONE HUNDRED SEVENTY FIVE THOUSAND AND NO/100***

UNITED STATES DOLLARS (U.S. $1,175,000.00) (the "Maximum Amount of
Note") or the aggregate unpaid amount of all advances hereunder,
whichever is less. Borrower will also pay interest on the unpaid
principal balance outstanding from time to time at a rate per annum
equal to the lesser of (i) the sum of the Prime Rate (as hereinafter
defined) from time to time in effect plus
                    ZERO
percent (0.000%), (the "STATED RATE") or (ii) the maximum nonusurious
rate of interest from time to time permitted by applicable law, (the
"HIGHEST LAWFUL RATE"). If the Stated Rate at any time exceeds the
Highest Lawful Rate, the actual rate of interest to accrue on the unpaid
principal amount of this Note will be limited to the Highest Lawful
Rate, but any subsequent reductions in the Stated Rate due to reductions
in the Prime Rate will not reduce the interest rate payable upon the
unpaid principal amount of this Note below the Highest Lawful Rate unto
the total amount of interest accrued on this Note equals the amount of
interest which would have accrued if the Stated Rate had at all times
been in effect.

     "PRIME RATE" means the rate determined from time to time by Bank as
its prime rate. The Prime Rate shall change automatically from time to
time without notice to Borrower or any other person. THE PRIME RATE IS A
REFERENCE RATE AND MAY NOT BE BANK'S LOWEST RATE.

     If Texas law determines the Highest Lawful Rate, Bank has elected
the "indicated" (weekly) ceiling as defined in the Texas Credit Code or
any successor statute. Bank may from time to time, as to current and
future balances, elect and implement any other ceiling under such Code
and/or revise the index, formula or provisions of law used to compute
the rate on this open-end account by notice to Borrower, if and to the
extent permitted by, and in the manner provided in such Code.

     Each advance must be at least
                 N/A

UNITED STATES DOLLARS (U.S.$      N/A     ) unless the amount available
for borrowing under this Note is less.

     Accrued and unpaid interest is due and payable MONTHLY, beginning
on APRIL 15, 1996, and continuing on the 15TH day of each MONTH
thereafter and at maturity when all unpaid principal and accrued and
unpaid interest is finally due and payable.

     Interest will be computed on the basis of the actual number of days
elapsed and a year comprised of: [  ] 365 (or 366 as the case may be)
days [X] 360 days, unless such calculation would result in a usurious
interest rate, in which case such interest will be calculated on the
basis of a 365 or 366 day year, as the case may be.

     All past-due principal and interest on this Note will, at Bank's
option, bear interest at the Highest Lawful Rate, or if applicable law
does not provide for a maximum nonusurious rate of interest, at a rate
per annum equal to 18%.

     In addition to all principal and accrued interest on this Note,
Borrower agrees to pay: (a) all reasonable costs and expenses incurred
by Bank and all owners and holders of this Note in collecting this Note
through probate, reorganization, bankruptcy or any other proceeding; and
(b) reasonable attorney's fees if and when this Note is placed in the
hands of an attorney for collection.

     Borrower and Bank intend to conform strictly to applicable usury
laws, Therefore, the total amount of interest (as defined under
applicable law) contracted for, charged or collected under this Note
will never exceed the Highest Lawful Rate. If Bank contracts for,
charges or receives any excess interest, it will be deemed a mistake.
Bank will automatically reform the contract or charge to conform to
applicable law, and if excess interest has been received, Bank will
either refund the excess to Borrower or credit the excess on the unpaid
principal amount of this Note. All amounts constituting interest will be
spread throughout the full term of this Note in determining whether
interest exceeds lawful amounts.

     The unpaid principal balance of this Note at any time will be the
total amounts advanced by Bank, less the amount of all payments or
prepayments of principal. Absent manifest error, the records of Bank
will be conclusive as to amounts owed. Subject to the terms and
conditions of this Note and the Loan Documents, Borrower may use all or
any part of the credit provided for herein at any time before the
maturity of this Note and may borrow, repay and reborrow. There is no
limitation on the number of advances made so long as the total unpaid
principal amount at any time outstanding does not exceed the Maximum
Amount of Note.

     Borrower may at any time pay the full amount or any part of this
Note without the payment of any premium or fee. Any partial prepayment
will be in the amount of U.S.$     N/A     (U.S.$     N/A     ), or an
integral multiple thereof. All payments may, at Bank's sole option, be
applied to accrued interest, to principal, or to both.

     "LOAN DOCUMENT" means this Note and any document or instrument
evidencing, securing, guaranteeing or given in connection with this
Note. "OBLIGATIONS" means all principal, interest and other amounts
which are or become owing under this Note or any other Loan Document.

"OBLIGOR" means Borrower 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. Where appropriate the neuter gender
includes the feminine and the masculine and the singular number includes
the plural number.

     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; (11) any material adverse
change occurs in the business, assets, affairs or financial condition of
any Obligor; and (12) Borrower is in default of any other obligation to
or any other agreement with Bank.

     If any Event of Default occurs, then Bank may do any or all of the
following: (i) cease making advances hereunder; (ii) declare the
Obligations to be immediately due and payable, without notice of
acceleration or of intention to accelerate, presentment and demand or
protest or notice of any kind, all of which are hereby expressly waived;
(iii) set off, in any order, against the Obligations any debt owing by
Bank to any Obligor, including, but not limited to, any deposit account,
which right is hereby granted by each Obligor to Bank; and (iv) exercise
any and all other rights under the Loan Document, at law, in equity or
otherwise.

     No waiver of any default is a waiver of any other default. Bank's
delay in exercising any right or power under any Loan Document is not a
waiver of such right or power.

     Each Obligor severally waives notice, demand, presentment for
payment, notice of nonpayment, notice of intent to accelerate, notice of
acceleration protest, notice of protest, and the filing of suit and
diligence in collecting this Note and all other demands and notices, and
consents and agrees that its liabilities and obligations will not be
released or discharged by any or all of the following, whether with or
without notice to it or any other Obligor, and whether before or after
the stated maturity hereof: (i) extensions of the time of payment; (ii)
renewals; (iii) acceptances of partial payments; (iv) releases or
substitutions of any collateral or any Obligor, and (v) failure, if any,
to perfect or maintain perfection of any security interest in any
collateral. Each Obligor agrees that acceptance of any partial payment
will not constitute a waiver and that waiver of any default will not
constitute waiver of any prior or subsequent default.

F-250-00835C (3/95)
CML Revolving Floating Rate       Page 1 of 2
                                                   0780479  004-0077644-000001

     Borrower represents and agrees that: all advances evidenced by this
Note are and will be for business, commercial, investment or other
similar purpose and not primarily for personal, family, or household use
as such terms are used in Chapter One of the Texas Credit Code.

     Borrower represents and agrees that each of the following
statements is true unless the box preceding that statement is checked
and initialed by

Borrower and Bank: (i): [  ] ____________ ____________ No advances will
be used primarily for agricultural purposes as such term is used in the
Texas Credit

Code. (ii) [  ] ____________ ____________ No advances will be used for
the purpose of purchasing or carrying any margin stock as that term is
defined in Regulation U of the Board of Governors of the Federal Reserve
System (the "Board"). Notwithstanding anything contained herein or in
any other Loan Document, if this is a consumer credit obligation (as
defined or described in 12 C.F.R. 227, Regulation AA, promulgated by the
Board), the security for this credit obligation will not extend to any
non-possessory 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 will extend to any
waiver of notice prohibited by Regulation AA.

     Chapter 15 of the Texas Credit Code shall not apply to this Note or
to any advance evidenced by this Note.

     This Note is governed by Texas law. If any provision of this Note
is illegal or unenforceable, that illegality or unenforceability will
not affect the remaining provisions of this Note. BORROWER(S) AND BANK
AGREE THAT THIS NOTE WILL BE PERFORMED IN THE COUNTY IN WHICH BANK'S
PRINCIPAL OFFICE IS LOCATED IN TEXAS, AND THAT SUCH COUNTY IS PROPER
VENUE FOR ANY ACTION OR PROCEEDING BROUGHT BY BORROWER(S) OR BANK,
WHETHER IN CONTRACT, TORT, OR OTHERWISE. ANY ACTION OR PROCEEDING
AGAINST BORROWER(S) MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT IN SUCH
COUNTY TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW. TO THE EXTENT
PERMITTED BY APPLICABLE LAW BORROWER(S) 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. BORROWER(S) AGREES THAT SERVICE OF PROCESS UPON
IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT
REQUESTED, AT ITS ADDRESS SPECIFIED ABOVE. BANK MAY SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW AND MAY BRING ANY ACTION OR PROCEEDING
AGAINST BORROWER(S) OR WITH RESPECT TO ANY OF ITS PROPERTY IN COURTS IN
OTHER PROPER JURISDICTIONS OR VENUES.

     For purposes of this Note, any assignee or subsequent holder of
this Note will be considered the "Bank," and each successor to Borrower
will be considered the "Borrower."

     Each Borrower and cosigner represents 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; 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 Borrower and cosigner that is subject to
the Texas Revised Partnership Act ("TRPA") agrees that Bank is not
required to comply with Section 3.05(d) of the TRPA and agrees that Bank
may proceed directly against one or more partners or their property
without first seeking satisfaction from partnership property. Each
Borrower and cosigner represents 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
Borrower or cosigner represents 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.

     NO COURSE OF DEALING BETWEEN BORROWER AND BANK, NO COURSE OF
PERFORMANCE, NO TRADE PRACTICES, AND NO EXTRINSIC EVIDENCE OF ANY NATURE
MAY BE USED TO CONTRADICT OR MODIFY ANY TERM OF THIS NOTE OR ANY OTHER
LOAN DOCUMENT.

THIS NOTE AND THE OTHER WRITTEN 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.

IN WITNESS WHEREOF, Borrower has executed this Note effective as of the Date.

Signature(s) of BORROWER(S):
     PRN HOME HEALTH CARE, INC.

     MARK H. FISHER                                   Date:     3-18-96
BY:  Mark H. Fisher            TITLE: PRESIDENT
___________________________________________________   Date: __________________

___________________________________________________   Date: __________________

___________________________________________________   Date: __________________

___________________________________________________   Date: __________________

___________________________________________________   Date: __________________

The undersigned hereby cosigns this Note:

Signature of COSIGNER:________________________________________________________

Address of Cosigner:__________________________________________________________

(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 Borrower subject to TRPA that Bank is not required to comply with
Section 3.05(d) of TRPA.)

BANK:   TEXAS COMMERCE BANK NATIONAL ASSOCIATION

By:     GARY K. WHITT

Title:  VP

F-250-00835C (3/95)
CML Revolving Floating Rate      Page 2 of 2
                                                   0780479   004-0077644-000001


                           CONTINUING LIMITED GUARANTY
                                (this "Guaranty")

1.   GUARANTY. The undersigned Guarantor (jointly and severally if more than
     one) agrees to pay TEXAS COMMERCE BANK NATIONAL ASSOCIATION, herein called
     "Lender" at 712 Main Street, P.O. Box 2558, Houston, Harris County, Texas
     77252-2558, or such other address as Lender designates, when due or
     declared due, the Guaranteed Indebtedness. This Guaranty is an
     unconditional, absolute and continuing guaranty of payment and performance
     and not of collection. "Guaranteed Indebtedness" means all debts,
     obligations, and liabilities of every kind and character, whether joint or
     several, contingent or otherwise, of PRN HOME HEALTH CARE, INC. (together
     with its successors, "Borrower") now or hereafter existing in favor of
     Lender evidenced by that one certain promissory note dated March 15, 1996
     in the original principal amount of $1,175,000.00 (including each and every
     renewal, extension and modification thereof, rearrangement and substitution
     therefor, the "Note") and all indebtedness under the Loan Documents.
     Guaranteed Indebtedness includes any post-petition interest and expenses
     (including, but not limited to, attorneys' fees) whether or not allowed as
     a claim against Borrower under any bankruptcy, insolvency, or other similar
     law. All Guaranteed Indebtedness is conclusively presumed to have been made
     or acquired in reliance on this Guaranty. Guarantor's liability under this
     Guaranty shall be limited in the aggregate at any one time to the principal
     sum of $587,500.00 together with all interest thereon, and all penalties,
     costs, fees and expenses (including, but not limited to, attorneys' fees)
     as provided for under any of the Loan Documents and as incurred by Lender
     in connection with any Guaranteed Indebtedness, including, but not limited
     to collecting or attempting to collect any of the foregoing indebtedness
     from Borrower. This Guaranty does not in any way cancel, amend, discharge
     or limit any other guaranty executed by Guarantor in favor of Lender. "LOAN
     DOCUMENTS" means any document or instrument evidencing, securing or
     executed in connection with Guaranteed Indebtedness.

2.   TERMINATION OF GUARANTY. This Guaranty will continue to be in effect until
     final payment in full of the Guaranteed Indebtedness. Any Guarantor may
     terminate its liability for Guaranteed Indebtedness not in existence
     (whether by advance, commitment or otherwise) by delivering written notice
     to Lender, to be effective 5 business days after received under written
     receipt by Lender. After termination of this Guaranty, Guarantor will
     continue to be liable for all Guaranteed Indebtedness existing on the
     effective date of termination, and for all Guaranteed Indebtedness arising
     under any written agreement to make loans or extensions of credit entered
     into between Lender and Borrower prior to the effective date of termination
     (whether or not Lender is contractually obligated to make the loans or
     extensions of credit).

3.   CONTINUATION AND REINSTATEMENT OF GUARANTY. If any petition or other action
     is filed by or against Borrower under the Bankruptcy Code or any other law
     relating to liquidation, insolvency or reorganization of debtors, or any
     other proceeding involving the estate or assets of the Guarantor, this
     Guaranty will remain effective or be reinstated, as the case may be (even
     if the Guaranteed Indebtedness has been paid in full), with respect to any
     payments or transfer of assets with respect to Guaranteed Indebtedness, to
     the extent such payment or transfers are or may be voidable or otherwise
     subject to rescission or return as a preferential transfer, fraudulent
     conveyance or otherwise.

4.   CHANGES TO GUARANTEED INDEBTEDNESS. Guarantor authorizes Lender, without
     notice, consent or demand, before and after termination of this Guaranty,
     without affecting Guarantor's liability hereunder: to take and hold
     security for the payment of this Guaranty and/or the Guaranteed
     Indebtedness, and exchange, enforce, foreclose, waive and release any
     security and to apply the proceeds of such security as Lender in its
     discretion determines; to obtain a guaranty of the indebtedness from any
     one or more other persons or entities whomsoever and at any time or times
     to enforce, waive, rearrange, modify, limit or release such other persons
     or entities from their obligations under such guaranties; and to extend,
     rearrange, supplement, modify, settle, compromise, discharge or subordinate
     any of the Guaranteed Indebtedness.

5.   UNENFORCEABILITY OR UNCOLLECTIBILITY OF THE GUARANTEED INDEBTEDNESS.
     Guarantor will remain liable for the Guaranteed Indebtedness even though
     the Guaranteed Indebtedness may be unenforceable against or uncollectible
     from the Borrower or any other person due to incapacity, lack of power or
     authority, discharge, or for any reason whatsoever.

6.   GUARANTOR REPORTING. Guarantor will furnish to Lender such financial
     statements and other information relating to the financial condition,
     properties and affairs of Guarantor as Lender requests from time to time.

7.   RIGHT OF OFFSET. Guarantor grants to Lender a right of setoff against every
     deposit account and all personal property in Lender's possession, whether
     tangible or intangible, and any claim of Guarantor (whether individual,
     joint, several or otherwise) against Lender, now or hereafter existing.
     This right of setoff is not exclusive. In addition to Lender's right of
     setoff and as further security for this Guaranty and the Guaranteed
     Indebtedness, Guarantor hereby grants Lender a security interest in all
     deposits and all other accounts and property of Guarantor now or hereafter
     on deposit with or held by Lender and all other sums at any time credited
     by or owing from Lender to Guarantor. These rights and remedies of Lender
     are in addition to other rights and remedies (including, without
     limitation, other rights of setoff) which Lender may have.

8.   AUTOMATIC ACCELERATION. Guarantor agrees that if the maturity of any
     Guaranteed Indebtedness is accelerated by bankruptcy or otherwise, such
     maturity shall also be deemed accelerated for the purpose of this Guaranty
     without demand on or notice to Guarantor.

9.   WAIVERS OF GUARANTOR. Guarantor waives (i) diligence and promptness in
     preserving liability of any person on Guaranteed Indebtedness, and in
     collecting or bringing suit to collect Guaranteed Indebtedness; (ii) all
     rights of Guarantor under Rule 31, Texas Rules of Civil Procedure, or
     Chapter 34 of the Texas Business and Commerce Code, or Section 17.001 of
     the Texas Civil Practice and Remedies Code; (iii) to the extent Guarantor
     is subject to the Texas Revised Partnership Act ("TRPA"), compliance by
     Lender with Section 3.05(d) of TRPA; (iv) protest; (v) notice of
     extensions, renewals, modifications, rearrangements and substitutions of
     Guaranteed Indebtedness; (vi) notice of acceptance of this agreement,
     creation of Guaranteed Indebtedness, failure to pay Guaranteed Indebtedness
     as it matures, any other default, adverse change in Borrower's financial
     condition, release or substitution of collateral, subordination of Lender's
     rights in any collateral, and every other notice of every kind. If any part
     of the Guaranteed Indebtedness is secured by an interest in real property
     ("Real Property"), and such interest is foreclosed upon pursuant to a
     judicial or nonjudicial foreclosure sale, Guarantor agrees that
     notwithstanding the provisions of Section 51.003, 51.004, and 51.005 of the
     Texas Property Code (as amended from time to time), and to the extent
     permitted by law, Lender may seek a deficiency judgment from Guarantor and
     any other party obligated on the Guaranteed Indebtedness equal to the
     difference between the amount owing on the Guaranteed Indebtedness and the
     amount for which the Real Property was sold at judicial or nonjudicial
     foreclosure sale. Guarantor irrevocably waives and shall not seek to
     enforce or collect upon any rights which it now has or may acquire against
     the Borrower, either by way of subrogation, indemnity, reimbursement or
     contribution, for any amount paid under this Guaranty or by way of any
     other obligations of the Borrower to Guarantor until 91 days after the
     Guaranteed Indebtedness is paid in full.

10.  REPRESENTATIONS AND AGREEMENTS. This Guaranty constitutes a legal, valid,
     binding obligation of and is enforceable against Guarantor. Guarantor has
     filed all federal and state tax returns which are required to be filed, and
     has paid all due and payable taxes and assessments against the property and
     income of Guarantor. Guarantor has determined that this Guaranty will
     benefit Guarantor directly or indirectly. The value of the consideration
     received by Guarantor is reasonably worth at least as much as its liability
     hereunder and is fair and reasonably equivalent value for this Guaranty. No
     material adverse change has occurred in Guarantor's financial condition or
     business operations reflected in the last financial statement and
     application for credit provided to Lender. Guarantor has not relied and is
     not relying on Lender to provide to Guarantor information regarding
     Borrower's assets or financial condition and Lender has no duty to provide
     such information.

11.  APPLICABLE LAW AND VENUE. This Guaranty is governed by Texas law. If any
     provision of this Guaranty is illegal or unenforceable, that illegality or
     unenforceability will not affect the remaining provisions of this Guaranty.
     GUARANTOR AND LENDER AGREE THAT THIS GUARANTY WILL BE PERFORMED IN THE
     COUNTY IN WHICH LENDER'S PRINCIPAL OFFICE IN TEXAS IS LOCATED, AND THAT
     SUCH COUNTY IS PROPER VENUE FOR ANY ACTION OR PROCEEDING BROUGHT BY THE
     GUARANTOR OR LENDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE. ANY ACTION OR
     PROCEEDING AGAINST GUARANTOR MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT
     IN SUCH COUNTY TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW. TO THE
     EXTENT PERMITTED BY APPLICABLE LAW GUARANTOR 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. GUARANTOR AGREES THAT SERVICE OF PROCESS UPON IT MAY BE
     MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS
     ADDRESS SPECIFIED BELOW. LENDER MAY SERVE PROCESS IN ANY OTHER MANNER
     PERMITTED BY LAW AND MAY BRING ANY ACTION OR PROCEEDING AGAINST GUARANTOR
     OR WITH RESPECT TO ANY OF ITS PROPERTY IN COURTS IN OTHER PROPER
     JURISDICTIONS OR VENUES.

12.  NOTICE. Any notice required or permitted under this Guaranty must be given
     in writing by United States mail, by hand delivery or delivery service, or
     by telegraphic, telex, telecopy or cable communication, sent to the
     intended addressee at the address shown in this Guaranty, or to such
     different address as the addressee designates by 10 days notice. Notice by
     United States mail will be effective when mailed. All other notices will be
     effective when received. Written confirmation of receipt will be
     conclusive. Notice of terminations, as provided in Section 2, will not be
     deemed given until actually received by a commercial lending officer with
     the rank of Vice President or above at the address of Lender shown in this
     Guaranty.

13.  COSTS AND EXPENSES. To the extent permitted by applicable law, Guarantor
     will pay on demand all attorneys' fees and all other costs and expenses
     incurred by Lender in connection with the preparation, administration,
     enforcement, or collection of this Guaranty including but not limited to
     Lender's standard Documentation Preparation and Processing fees.

14.  MISCELLANEOUS. This Guaranty binds each Guarantor and its successors and
     assigns and benefits Lender. The term "Lender" also includes all successors
     and assigns of Lender. Guarantor may not assign its obligations under this
     Guaranty without the prior written consent of Lender. This Guaranty may be
     executed in multiple counterparts, and each counterpart will be deemed an
     original, without the need to produce any counterpart other than the one to
     be enforced. Any gender designation used herein includes all genders and
     the singular number includes the plural. Lender's delay or failure to
     exercise its rights is not a waiver of those rights. This Guaranty may not
     be amended except in a writing signed by an authorized officer of Lender
     and no waiver will be effective unless it is in writing. Any waiver is
     applicable only for the specific situation for which it is given.

     THIS GUARANTY is executed as of MARCH 15, 1996.

                                  Page 1 of 2

     THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES WITH
RESPECT TO GUARANTOR'S GUARANTY OF GUARANTEED INDEBTEDNESS AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. NO COURSE OF DEALING BETWEEN GUARANTOR AND LENDER, NO
COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EXTRINSIC EVIDENCE OF ANY
NATURE MAY BE USED TO CONTRADICT OR MODIFY ANY TERM OF THIS GUARANTY.

     THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER.

GUARANTOR:
     MARK H. FISHER                               Date: 3-18-96

ADDRESS OF
GUARANTOR:        17 Carolane Trail
                  Houston, Harris County
                  Texas 77024

LENDER: (Lender's signature is provided as its acknowledgement of the above as
the final written agreement between the parties.)

BY: GARY K. WHITT

TITLE: VP

                           CONTINUING LIMITED GUARANTY
                                (this "Guaranty")

1.   GUARANTY. The undersigned Guarantor (jointly and severally if more than
     one) agrees to pay TEXAS COMMERCE BANK NATIONAL ASSOCIATION, herein called
     "Lender" at 712 Main Street, P.O. Box 2558, Houston, Harris County, Texas
     77252-2558, or such other address as Lender designates, when due or
     declared due, the Guaranteed Indebtedness. This Guaranty is an
     unconditional, absolute and continuing guaranty of payment and performance
     and not of collection. "Guaranteed Indebtedness" means all debts,
     obligations, and liabilities of every kind and character, whether joint or
     several, contingent or otherwise, of PRN HOME HEALTH CARE, INC. (together
     with its successors, "Borrower") now or hereafter existing in favor of
     Lender evidenced by that one certain promissory note dated March 15, 1996
     in the original principal amount of $1,175,000.00 (including each and every
     renewal, extension and modification thereof, rearrangement and substitution
     therefor, the "Note") and all indebtedness under the Loan Documents.
     Guaranteed Indebtedness includes any post-petition interest and expenses
     (including, but not limited to, attorneys' fees) whether or not allowed as
     a claim against Borrower under any bankruptcy, insolvency, or other similar
     law. All Guaranteed Indebtedness is conclusively presumed to have been made
     or acquired in reliance on this Guaranty. Guarantor's liability under this
     Guaranty shall be limited in the aggregate at any one time to the principal
     sum of $587,500.00 together with all interest thereon, and all penalties,
     costs, fees and expenses (including, but not limited to, attorneys' fees)
     as provided for under any of the Loan Documents and as incurred by Lender
     in connection with any Guaranteed Indebtedness, including, but not limited
     to collecting or attempting to collect any of the foregoing indebtedness
     from Borrower. This Guaranty does not in any way cancel, amend, discharge
     or limit any other guaranty executed by Guarantor in favor of Lender. "LOAN
     DOCUMENTS" means any document or instrument evidencing, securing or
     executed in connection with Guaranteed Indebtedness.

2.   TERMINATION OF GUARANTY. This Guaranty will continue to be in effect until
     final payment in full of the Guaranteed Indebtedness. Any Guarantor may
     terminate its liability for Guaranteed Indebtedness not in existence
     (whether by advance, commitment or otherwise) by delivering written notice
     to Lender, to be effective 5 business days after received under written
     receipt by Lender. After termination of this Guaranty, Guarantor will
     continue to be liable for all Guaranteed Indebtedness existing on the
     effective date of termination, and for all Guaranteed Indebtedness arising
     under any written agreement to make loans or extensions of credit entered
     into between Lender and Borrower prior to the effective date of termination
     (whether or not Lender is contractually obligated to make the loans or
     extensions of credit).

3.   CONTINUATION AND REINSTATEMENT OF GUARANTY. If any petition or other action
     is filed by or against Borrower under the Bankruptcy Code or any other law
     relating to liquidation, insolvency or reorganization of debtors, or any
     other proceeding involving the estate or assets of the Guarantor, this
     Guaranty will remain effective or be reinstated, as the case may be (even
     if the Guaranteed Indebtedness has been paid in full), with respect to any
     payments or transfer of assets with respect to Guaranteed Indebtedness, to
     the extent such payment or transfers are or may be voidable or otherwise
     subject to rescission or return as a preferential transfer, fraudulent
     conveyance or otherwise.

4.   CHANGES TO GUARANTEED INDEBTEDNESS. Guarantor authorizes Lender, without
     notice, consent or demand, before and after termination of this Guaranty,
     without affecting Guarantor's liability hereunder: to take and hold
     security for the payment of this Guaranty and/or the Guaranteed
     Indebtedness, and exchange, enforce, foreclose, waive and release any
     security and to apply the proceeds of such security as Lender in its
     discretion determines; to obtain a guaranty of the indebtedness from any
     one or more other persons or entities whomsoever and at any time or times
     to enforce, waive, rearrange, modify, limit or release such other persons
     or entities from their obligations under such guaranties; and to extend,
     rearrange, supplement, modify, settle, compromise, discharge or subordinate
     any of the Guaranteed Indebtedness.

5.   UNENFORCEABILITY OR UNCOLLECTIBILITY OF THE GUARANTEED INDEBTEDNESS.
     Guarantor will remain liable for the Guaranteed Indebtedness even though
     the Guaranteed Indebtedness may be unenforceable against or uncollectible
     from the Borrower or any other person due to incapacity, lack of power or
     authority, discharge, or for any reason whatsoever.

6.   GUARANTOR REPORTING. Guarantor will furnish to Lender such financial
     statements and other information relating to the financial condition,
     properties and affairs of Guarantor as Lender requests from time to time.

7.   RIGHT OF OFFSET. Guarantor grants to Lender a right of setoff against every
     deposit account and all personal property in Lender's possession, whether
     tangible or intangible, and any claim of Guarantor (whether individual,
     joint, several or otherwise) against Lender, now or hereafter existing.
     This right of setoff is not exclusive. In addition to Lender's right of
     setoff and as further security for this Guaranty and the Guaranteed
     Indebtedness, Guarantor hereby grants Lender a security interest in all
     deposits and all other accounts and property of Guarantor now or hereafter
     on deposit with or held by Lender and all other sums at any time credited
     by or owing from Lender to Guarantor. These rights and remedies of Lender
     are in addition to other rights and remedies (including, without
     limitation, other rights of setoff) which Lender may have.

8.   AUTOMATIC ACCELERATION. Guarantor agrees that if the maturity of any
     Guaranteed Indebtedness is accelerated by bankruptcy or otherwise, such
     maturity shall also be deemed accelerated for the purpose of this Guaranty
     without demand on or notice to Guarantor.

9.   WAIVERS OF GUARANTOR. Guarantor waives (i) diligence and promptness in
     preserving liability of any person on Guaranteed Indebtedness, and in
     collecting or bringing suit to collect Guaranteed Indebtedness; (ii) all
     rights of Guarantor under Rule 31, Texas Rules of Civil Procedure, or
     Chapter 34 of the Texas Business and Commerce Code, or Section 17.001 of
     the Texas Civil Practice and Remedies Code; (iii) to the extent Guarantor
     is subject to the Texas Revised Partnership Act ("TRPA"), compliance by
     Lender with Section 3.05(d) of TRPA; (iv) protest; (v) notice of
     extensions, renewals, modifications, rearrangements and substitutions of
     Guaranteed Indebtedness; (vi) notice of acceptance of this agreement,
     creation of Guaranteed Indebtedness, failure to pay Guaranteed Indebtedness
     as it matures, any other default, adverse change in Borrower's financial
     condition, release or substitution of collateral, subordination of Lender's
     rights in any collateral, and every other notice of every kind. If any part
     of the Guaranteed Indebtedness is secured by an interest in real property
     ("Real Property"), and such interest is foreclosed upon pursuant to a
     judicial or nonjudicial foreclosure sale, Guarantor agrees that
     notwithstanding the provisions of Section 51.003, 51.004, and 51.005 of the
     Texas Property Code (as amended from time to time), and to the extent
     permitted by law, Lender may seek a deficiency judgment from Guarantor and
     any other party obligated on the Guaranteed Indebtedness equal to the
     difference between the amount owing on the Guaranteed Indebtedness and the
     amount for which the Real Property was sold at judicial or nonjudicial
     foreclosure sale. Guarantor irrevocably waives and shall not seek to
     enforce or collect upon any rights which it now has or may acquire against
     the Borrower, either by way of subrogation, indemnity, reimbursement or
     contribution, for any amount paid under this Guaranty or by way of any
     other obligations of the Borrower to Guarantor until 91 days after the
     Guaranteed Indebtedness is paid in full.

10.  REPRESENTATIONS AND AGREEMENTS. This Guaranty constitutes a legal, valid,
     binding obligation of and is enforceable against Guarantor. Guarantor has
     filed all federal and state tax returns which are required to be filed, and
     has paid all due and payable taxes and assessments against the property and
     income of Guarantor. Guarantor has determined that this Guaranty will
     benefit Guarantor directly or indirectly. The value of the consideration
     received by Guarantor is reasonably worth at least as much as its liability
     hereunder and is fair and reasonably equivalent value for this Guaranty. No
     material adverse change has occurred in Guarantor's financial condition or
     business operations reflected in the last financial statement and
     application for credit provided to Lender. Guarantor has not relied and is
     not relying on Lender to provide to Guarantor information regarding
     Borrower's assets or financial condition and Lender has no duty to provide
     such information.

11.  APPLICABLE LAW AND VENUE. This Guaranty is governed by Texas law. If any
     provision of this Guaranty is illegal or unenforceable, that illegality or
     unenforceability will not affect the remaining provisions of this Guaranty.
     GUARANTOR AND LENDER AGREE THAT THIS GUARANTY WILL BE PERFORMED IN THE
     COUNTY IN WHICH LENDER'S PRINCIPAL OFFICE IN TEXAS IS LOCATED, AND THAT
     SUCH COUNTY IS PROPER VENUE FOR ANY ACTION OR PROCEEDING BROUGHT BY THE
     GUARANTOR OR LENDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE. ANY ACTION OR
     PROCEEDING AGAINST GUARANTOR MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT
     IN SUCH COUNTY TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW. TO THE
     EXTENT PERMITTED BY APPLICABLE LAW GUARANTOR 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. GUARANTOR AGREES THAT SERVICE OF PROCESS UPON IT MAY BE
     MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS
     ADDRESS SPECIFIED BELOW. LENDER MAY SERVE PROCESS IN ANY OTHER MANNER
     PERMITTED BY LAW AND MAY BRING ANY ACTION OR PROCEEDING AGAINST GUARANTOR
     OR WITH RESPECT TO ANY OF ITS PROPERTY IN COURTS IN OTHER PROPER
     JURISDICTIONS OR VENUES.

12.  NOTICE. Any notice required or permitted under this Guaranty must be given
     in writing by United States mail, by hand delivery or delivery service, or
     by telegraphic, telex, telecopy or cable communication, sent to the
     intended addressee at the address shown in this Guaranty, or to such
     different address as the addressee designates by 10 days notice. Notice by
     United States mail will be effective when mailed. All other notices will be
     effective when received. Written confirmation of receipt will be
     conclusive. Notice of terminations, as provided in Section 2, will not be
     deemed given until actually received by a commercial lending officer with
     the rank of Vice President or above at the address of Lender shown in this
     Guaranty.

13.  COSTS AND EXPENSES. To the extent permitted by applicable law, Guarantor
     will pay on demand all attorneys' fees and all other costs and expenses
     incurred by Lender in connection with the preparation, administration,
     enforcement, or collection of this Guaranty including but not limited to
     Lender's standard Documentation Preparation and Processing fees.

14.  MISCELLANEOUS. This Guaranty binds each Guarantor and its successors and
     assigns and benefits Lender. The term "Lender" also includes all successors
     and assigns of Lender. Guarantor may not assign its obligations under this
     Guaranty without the prior written consent of Lender. This Guaranty may be
     executed in multiple counterparts, and each counterpart will be deemed an
     original, without the need to produce any counterpart other than the one to
     be enforced. Any gender designation used herein includes all genders and
     the singular number includes the plural. Lender's delay or failure to
     exercise its rights is not a waiver of those rights. This Guaranty may not
     be amended except in a writing signed by an authorized officer of Lender
     and no waiver will be effective unless it is in writing. Any waiver is
     applicable only for the specific situation for which it is given.

     THIS GUARANTY is executed as of MARCH 15, 1996.

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     THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES WITH
RESPECT TO GUARANTOR'S GUARANTY OF GUARANTEED INDEBTEDNESS AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. NO COURSE OF DEALING BETWEEN GUARANTOR AND LENDER, NO
COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EXTRINSIC EVIDENCE OF ANY
NATURE MAY BE USED TO CONTRADICT OR MODIFY ANY TERM OF THIS GUARANTY.

     THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER.

GUARANTOR:
HARVEY R. HOUCK, JR.                       Date: 3-19-96

ADDRESS OF
GUARANTOR:        One Riverway #2300
                  Houston, Harris County
                  Texas 77056

LENDER: (Lender's signature is provided as its acknowledgement of the above as
the final written agreement between the parties.)

BY: GARY K. WHITT

TITLE: VP
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