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                                                                   Exhibit 10.1


               AMENDED AND RESTATED SUBSIDIARY SECURITY AGREEMENT

                  This AMENDED AND RESTATED ASSIGNMENT AND SECURITY AGREEMENT
(this "AGREEMENT") is dated as of July 31, 2001 and entered into by and among
the undersigned, ("GRANTORS"), and any Additional Grantor (as hereinafter
defined) that may become a party hereto, and BANKERS TRUST COMPANY, as agent
for and representative of (in such capacity herein called "SECURED PARTY"), the
financial institutions ("LENDERS") party to the Fifth Amended and Restated
Credit Agreement (as hereinafter defined) and amends and restates the
Assignment and Security Agreement dated as of October 20, 1994 between Grantor
and Secured Party (the "PRIOR SECURITY AGREEMENT").

                             PRELIMINARY STATEMENTS

                  A.       Secured Party and Lenders have entered into a Fifth
Amended and Restated Credit Agreement dated as of May 25, 2001 (said Credit
Agreement, as it may hereafter be amended, supplemented or otherwise modified
from time to time, being the "CREDIT AGREEMENT;" the terms defined therein and
not otherwise defined herein being used herein as therein defined) with Grantor
pursuant to which Lenders have amended and restated the Fourth Amended and
Restated Credit Agreement dated as of December 19, 1997 among Grantor, Lenders
and Agent, as amended, supplemented or otherwise modified to the date hereof
(the "PRIOR CREDIT AGREEMENT").

                  B.       Each Grantor has executed and delivered a Guaranty
(said Guaranty, as it may hereafter be amended, supplemented or otherwise
modified from time to time, being the "GUARANTY") in favor of Secured Party for
the benefit of Lenders, pursuant to which each Grantor has guarantied the
prompt payment and performance when due of all obligations of Company under the
Credit Agreement.

                  C.       Grantors are subsidiaries of Company. A portion of
the proceeds of the Loans have been advanced to repay and refinance certain
existing indebtedness of Grantors and additional Loans may from time to time be
advanced to Grantors and thus the Secured Obligations (as hereinafter defined)
have been incurred and are being incurred for and have inurred to the benefit
of and will inure to the benefit of Grantors (which benefits are hereby
acknowledged).

                  D.       It is a requirement of the Credit Agreement that the
Prior Security Agreement be amended and restated.

                  NOW, THEREFORE, in consideration of the premises set forth
herein and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, Grantors hereby agree with Secured Party as
follows:

                  SECTION 1.        GRANT OF SECURITY. Each Grantor has pledged
and assigned, hereby ratifies such prior pledge and assignment, and further
hereby pledges and assigns to Secured Party, for Secured Party's benefit and
the benefit of Lenders, and has granted, hereby ratifies such prior grant and
further hereby grants to Secured Party, for Secured Party's benefit


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and the benefit of Lenders, a security interest in all of such Grantor's right,
title and interest in and to all personal property, including, without
limitation, the following, in each case whether now or hereafter existing or in
which such Grantor now has or hereafter acquires an interest and wherever the
same may be located (with respect to any or all Grantors, the "COLLATERAL"):

                  (a)      all equipment in all of its forms, all parts thereof
and all accessions thereto (any and all such equipment, parts and accessions of
Grantors being the "EQUIPMENT");

                  (b)      all inventory in all of its forms including, but not
limited to, (i) all goods held by such Grantor for sale or lease or to be
furnished under contracts of service or so leased or furnished, (ii) all raw
materials, work in process, finished goods, and materials used or consumed in
the manufacture, packing, shipping, advertising, selling, leasing, furnishing
or production of such inventory or otherwise used or consumed in such Grantor's
business, (iii) all goods in which such Grantor has an interest in mass or a
joint or other interest or right of any kind, and (iv) all goods that are
returned to or repossessed by such Grantor and all accessions thereto and
products thereof (all such inventory, accessions and products of Grantors being
the "INVENTORY") and all negotiable documents of title (including without
limitation warehouse receipts, dock receipts and bills of lading) issued by any
Person covering any Inventory (any such negotiable document of title being a
"NEGOTIABLE DOCUMENT OF TITLE");

                  (c)      all accounts (including, without limitation, all
accounts set forth on Schedule IV annexed hereto), receivables, contract
rights, other payment rights of any kind, chattel paper (whether tangible or
electronic), documents, instruments (including, without limitation, promissory
notes), investment property, letter-of-credit rights (whether or not such
letter of credit is evidenced by a writing), health-care-insurance receivables,
supporting obligations, general intangibles, including, without limitation,
payment intangibles, software, all intangible personal property relating to the
recordation, monitoring, collection, servicing and payment of Accounts (as
hereinafter defined), (including, without limitation, all rights, whether for
payment or performance, under (a) managed care contracts, preferred provider
contracts, and other contracts with health or medical insurance companies or
public or governmental entities relating to the payment of or reimbursement for
medical, health care and other services and products provided by the Grantor,
including, without limitation, all rights in any way related to the Medicare,
Medicaid or any other state or federal programs and (b) data processing
contracts, computer software licenses, cash management contracts and other
contracts and licenses relating to the servicing of Accounts), and, to the
extent not listed above as original Collateral, proceeds and products of the
foregoing (collectively, the "ACCOUNTS"), and any and all security agreements,
leases and other contracts securing or otherwise relating to the Accounts
(collectively, the "RELATED CONTRACTS"), whether now owned or hereafter
acquired;

                  (d)      to the extent not included in any other paragraph of
this Section 1, all agreements, contracts and assignments including without
limitation those whereby Grantor obtains goods, services or rights that are
useful or necessary to the business or operations of Grantor as each such
agreement, contract and assignment may be amended, supplemented, restated or
otherwise modified from time to time (said agreements, contracts and
assignments, as so amended, supplemented, restated or modified, are referred to
herein individually as an "ASSIGNED AGREEMENT" and collectively as the
"ASSIGNED AGREEMENTS"), including without limitation (i) all rights of Grantor
to receive moneys due or to become due under or pursuant to


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the Assigned Agreements, (ii) all rights of Grantor to receive proceeds of any
insurance, indemnity, warranty or guaranty with respect to the Assigned
Agreements, (iii) all claims of Grantor for damages arising out of any breach
of or default under the Assigned Agreements, (iv) all rights of Grantor to
terminate, amend, supplement, modify or exercise rights or options under the
Assigned Agreements, to perform thereunder and to compel performance and
otherwise exercise all remedies thereunder, and (v) all agreements, permits,
certifications or other rights related to the operation of Grantor's
businesses;

                  (e)      all deposit accounts, including, without limitation,
any account for the concentration or collection of the funds of Grantor and its
Subsidiaries maintained with PNC Bank, National Association, and its successors
and assigns, and all deposit accounts maintained with Secured Party or any
Lender or any other party;

                  (f)      all trademarks and tradenames (including, without
limitation, all trademarks and tradenames set forth on Schedule III annexed
hereto), tradesecrets, business names, patents, patent applications, licenses,
certificates, operating agreements, permits, copyrights, registrations and
franchise rights, and all goodwill associated with any of the foregoing;

                  (g)      to the extent not included in any other paragraph of
this Section 1, all other general intangibles (including without limitation tax
refunds, rights to payment or performance, choses in action and judgments taken
on any rights or claims, whether included in the Collateral or otherwise) and
commercial tort claims, whether now owned or hereafter acquired;

                  (h)      all plant fixtures, business fixtures and other
fixtures and storage and office facilities, and all accessions thereto and
products thereof;

                  (i)      all books, records, ledger cards, files,
correspondence, computer programs, tapes, disks and related data processing
software that at any time evidence or contain information relating to any of
the Collateral or are otherwise necessary or helpful in the collection thereof
or realization thereupon; and

                  (j)      all of such Grantor's right, title and interest as a
general partner or member in the Joint Ventures, whether now owned or hereafter
acquired, including without limitation all of such Grantor's right, title and
interest in, to and under all partnership agreements or limited liability
agreements entered into from time to time by Grantor (as amended to the date
hereof and as they may hereafter be amended, supplemented or otherwise modified
from time to time, the "JOINT VENTURE AGREEMENTS") including without such
limitation such Grantor's right to vote and to manage and administer the
business of such Joint Ventures, together with all other rights, interests,
claims and other property of such Grantor in any manner arising out of or
relating to its general partnership or membership interests in such Joint
Ventures, whatever their respective kind or character, whether they are
tangible or intangible property, and wheresoever they may exist or be located,
and further including, without limitation, all of the rights of such Grantor as
a general partner or member of any of such Joint Ventures: (i) to (x) receive
money due and to become due (including without limitation dividends,
distributions, interest, income from partnership or limited liability company
properties and operations, proceeds of the sale of


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partnership or limited liability company assets and returns of capital) under
or pursuant to any of such Joint Venture Agreements, (y) receive payments upon
termination of any of such Joint Venture Agreements, and (z) receive any other
payments or distributions, whether cash or noncash, in respect of such
Grantor's general partnership or membership interests evidenced by any of such
Joint Venture Agreements; (ii) in and with respect to claims and causes of
action arising out of or relating to any of such Joint Ventures; and (iii) to
have access to the books and records of any of such Joint Venture and to other
information concerning or affecting such Joint Ventures;

                  (k)      all of such Grantor's right, title and interest as a
member of any limited liability company that is a Subsidiary (each, an "LLC"
and, collectively, the "LLCS"), whether now owned or hereafter acquired,
including without limitation all of such Grantor's right, title and interest
in, to and under each limited liability company agreement, as amended to the
date hereof and as it may hereafter be amended, supplemented or otherwise
modified from time to time, (each an "LLC AGREEMENT" and collectively, the "LLC
AGREEMENTS") of such LLC (including without limitation, such Grantor's right to
vote and to manage and administer the business of such LLC), together with all
other rights, interests, claims and other property of such Grantor in any
manner arising out of or relating to its interest in such LLC, whatever their
respective kind or character, whether they are tangible or intangible property,
and wheresoever they may exist or be located, further including, without
limitation, all of the rights of such Grantor as a member of such LLC: (i) to
(x) receive money due and to become due (including without limitation
dividends, distributions, interest, income from LLC properties and operations,
proceeds of sale of LLC assets and return of capital) under or pursuant to such
LLC Agreement, (y) receive payments upon termination of such LLC Agreement, and
(z) receive any other payments or distributions, whether cash or noncash, in
respect of such Grantor's membership interest evidenced by such LLC Agreement;
(ii) in and with respect to claims and causes of action arising out of or
relating to such LLC; and (iii) to have access to such LLC's books and records
and to other information concerning or affecting such LLC; and additionally
including without limitation any "certificate of interest" or "certificates of
interest" (or other certificates or instruments however designated or titled)
issued by or on behalf of any LLC and evidencing such Grantor's interest as a
member of such LLC (collectively, the "CERTIFICATE" with respect to such LLC or
Subsidiary) and any interest of such Grantor in the entries on the books of
such LLC or of any financial intermediary pertaining to such Grantor's interest
as a member of such LLC; and

                  (l)      all proceeds, products, rents and profits of or from
any and all of the foregoing Collateral and, to the extent not otherwise
included, all payments under insurance (whether or not Secured Party is the
loss payee thereof), or any indemnity, warranty or guaranty, payable by reason
of loss or damage to or otherwise with respect to any of the foregoing
Collateral. For purposes of this Agreement, the term "PROCEEDS" includes
whatever is receivable or received when Collateral or proceeds are sold,
exchanged, collected or otherwise disposed of, whether such disposition is
voluntary or involuntary.

                  SECTION 2.        SECURITY FOR OBLIGATIONS.

                  (a)      This Agreement secures, and the Collateral is
collateral security for, the prompt payment or performance in full when due,
whether at stated maturity, by required


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prepayment, declaration, acceleration, demand or otherwise (including the
payment of amounts that would become due but for the operation of the automatic
stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. ss.362(a)), of all
obligations and liabilities of every nature of Grantors now or hereafter
existing under or arising out of, in connection with, or related to the Credit
Agreement and the other Credit Documents and all extensions or renewals
thereof, whether for principal, interest (including without limitation
interest, fees (including without limitation attorneys' fees), expenses, costs
or any other amount or claim that, but for the filing of a petition in
bankruptcy with respect to any Grantor, would accrue on such obligations),
reimbursement of amounts drawn under Letters of Credit, fees, expenses,
indemnities or otherwise, whether voluntary or involuntary, direct or indirect,
absolute or contingent, liquidated or unliquidated, whether or not jointly owed
with others, and whether or not from time to time decreased or extinguished and
later increased, created or incurred, and all or any portion of such
obligations or liabilities that are paid, to the extent all or any part of such
payment is avoided or recovered directly or indirectly from Secured Party, the
Issuing Bank or any Lender as a preference, fraudulent transfer or otherwise
(all such obligations and liabilities being the "UNDERLYING DEBT"), and all
obligations of every nature of Grantors now or hereafter existing under this
Agreement (all such obligations of Grantors, together with the Underlying Debt,
being the "SECURED OBLIGATIONS").

                  (b)      It is the parties' desire through this Agreement to
cover all of the personal property of the Borrower to the maximum extent
permitted by law, including the provisions of Revised Article 9 as presently
existing or as hereafter adopted or modified. Nothing herein shall reduce or
diminish any rights that the Lenders or the Secured Party had under the Prior
Security Agreement. Without limiting the generality of the foregoing, to the
extent that any terms of the Prior Security Agreement grant any additional or
greater rights to the Lenders and the Secured Party than those provided in this
Agreement, such terms of the Prior Security Agreement shall survive and are
hereby incorporated by reference as if set forth in full herein.

                  SECTION 3.        GRANTORS REMAIN LIABLE; NO ASSUMPTION.

                  (a)      Anything contained herein to the contrary
notwithstanding, (a) each Grantor shall remain liable under any contracts and
agreements included in the Collateral, to the extent set forth therein, to
perform all of its duties and obligations thereunder to the same extent as if
this Agreement had not been executed, (b) the exercise by Secured Party of any
of its rights hereunder shall not release any Grantor from any of its duties or
obligations under the contracts and agreements included in the Collateral, and
(c) Secured Party shall not have any obligation or liability under any
contracts and agreements included in the Collateral by reason of this
Agreement, nor shall Secured Party be obligated to perform any of the
obligations or duties of any Grantor thereunder or to take any action to
collect or enforce any claim for payment assigned hereunder.

                  (b)      Notwithstanding any of the foregoing, this Agreement
shall not in any way be deemed to obligate Secured Party, the Issuing Bank, any
Lender or any purchaser at a foreclosure sale under this Agreement to assume
any of Grantors' obligations, duties, expenses or liabilities under the Joint
Venture Agreements or the LLC Agreements (including without limitation any
Grantor's obligations as a general partner or member for the debts and
obligations of any Joint Venture or LLC and to manage the business and affairs
of such Joint Venture or


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LLC) or under any and all other agreements now existing or hereafter drafted or
executed (collectively, the "GRANTOR OBLIGATIONS"), unless Secured Party, the
Issuing Bank, any Lender or any such purchaser otherwise expressly agrees to
assume any or all of said Grantor Obligations in writing. In the event of
foreclosure by Secured Party on behalf of Lenders and Issuing Bank, Grantors
shall remain bound and obligated to perform the Grantor Obligations and neither
Secured Party nor any Lender or the Issuing Bank shall be deemed to have
assumed any of such Grantor Obligations except as provided in the preceding
sentence. Without limiting the generality of the foregoing, neither the grant
of the security interest in the Collateral in favor of Secured Party as
provided herein nor the exercise by Secured Party of any of its rights
hereunder nor any action by Secured Party in connection with a foreclosure on
the Collateral shall be deemed to constitute Secured Party, Issuing Bank or any
Lender, a general partner or member of any Joint Venture or a member of any
LLC; provided, however, that in the event Secured Party or any purchaser of
Collateral at a foreclosure sale elects to become a substituted general partner
or member of any Joint Venture or member of any LLC in place of any Grantor,
Secured Party or such purchaser, as the case may be, shall adopt in writing the
respective Joint Venture Agreement or LLC Agreement, as the case may be, and
agree to be bound by the terms and provisions thereof.

                  SECTION 4.        REPRESENTATIONS AND WARRANTIES. Each
Grantor represents and warrants as follows:

                  (a)      Ownership of Collateral. Except for the security
interest created by this Agreement or the Prior Security Agreement, such
Grantor owns the Collateral of such Grantor as legal and beneficial owner free
and clear of any Lien. Except such as may have been filed in favor of Secured
Party relating to the Prior Security Agreement or this Agreement, no effective
financing statement or other instrument similar in effect covering all or any
part of the Collateral of such Grantor is on file in any filing or recording
office. Except for the security interest created by this Agreement or the Prior
Security Agreement, such Grantor's title to the Collateral is free of all
adverse claims, security interests, and restrictions on transfer or pledge.

                  (b)      Location of Equipment and Inventory. All of the
Equipment and Inventory, plant fixtures, business fixtures and other fixtures
and storage and office facilities of such Grantor is, as of the date hereof,
located at the places specified in relation to such Grantor on Schedule I
annexed hereto.

                  (c)      Office Locations; Other Names. The chief place of
business, the chief executive office and the office where such Grantor keeps
its records regarding the Accounts of such Grantor and all originals of all
tangible chattel paper (and the electronic equivalent thereof for electronic
chattel paper) that evidence such Accounts is, and has been for the four month
period preceding the date hereof, located at the address specified in relation
to such Grantor on Schedule I annexed hereto. The state of incorporation or
formation is the state identified on Schedule I annexed hereto. The
organization number or federal employer identification number (as the case may
be) is the number specified on Schedule I annexed hereto. Such Grantor has not
in the past done, and does not now do, business under any other name (including
any trade-name or fictitious business name) except as set forth in relation to
such Grantor on Schedule II annexed hereto.


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                  (d)      Delivery of Certain Collateral. All chattel paper
and all notes and other instruments (excluding checks) comprising any and all
items of Collateral of such Grantor have been delivered to Secured Party duly
endorsed and accompanied by duly executed instruments of transfer or assignment
in blank.

                  (e)      Consents or Governmental Authorizations. No consent
of any other Person (including, without limitation, any other partner or member
of any Joint Venture, any member of any LLC, or any creditor of Grantors), and
no authorization, approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body is required for the assignment or
transfer of, or the creation, attachment or perfection of a security interest
in any Joint Venture, and there is no rule of law, regulation or statute that
prohibits or restricts any of the foregoing.

                  (f)      Perfection. This Agreement, together with the filing
of an "in lieu of" financing statement, including, if applicable, an amendment
thereto describing the Collateral, or an amendment to the financing statement
previously filed describing the Collateral of such Grantor (and such Grantor
further agrees that the "in lieu of" financing statement and amendments,
including any further amendments and continuations of the financing statement,
may be filed with a description of the Collateral as "all assets") with the
Secretary of State in which such Grantor is incorporated, creates a valid,
perfected, first priority security interest in the Collateral to the extent a
security interest in such Collateral can be perfected by filing, securing the
payment of the Secured Obligations, and all filings and other actions necessary
or desirable to perfect and protect such security interest have been duly made
or taken.

                  (g)      Reserved.

                  (h)      Joint Venture Agreements. The Joint Venture
Agreements, true and complete copies of which have been furnished to Secured
Party, have been duly authorized, executed and delivered by each Grantor party
thereto and are in full force and effect and have not been amended or modified
except as disclosed in writing to Secured Party. No default by any Grantor
exists under any Joint Venture Agreement to which it is a party and no event
has occurred or exists that with notice or lapse of time or both, would
constitute a default by such Grantor thereunder. To the best knowledge of such
Grantor, except as disclosed to Secured Party, no default by any other partner
exists under such Joint Venture Agreement and no event has occurred or exists
that, with notice or lapse of time or both, would constitute a default by any
other partner thereunder.

                  (i)      Deposit Accounts. Schedule IV sets forth a complete
list of all Accounts of Grantors in which any Grantor deposits any Accounts
Receivable.

                  (j)      Other Information. All information heretofore,
herein or hereafter supplied to Secured Party by or on behalf of such Grantor
with respect to the Collateral of such Grantor is accurate and complete in all
respects.

                  SECTION 5.        FURTHER ASSURANCES; ADDITIONAL GRANTORS.

                  (a)      Each Grantor agrees that from time to time, at the
expense of such Grantor, such Grantor will promptly execute and deliver all
further instruments and documents, and take


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all further action, that may be necessary or desirable, or that Secured Party
may request, in order to perfect and protect any security interest granted or
purported to be granted hereby or to enable Secured Party to exercise and
enforce its rights and remedies hereunder with respect to any Collateral.
Without limiting the generality of the foregoing, such Grantor will promptly:
(i) at the request of Secured Party, mark conspicuously each item of chattel
paper included in the Accounts of such Grantor (including electronically
placing an identification of Secured Party on the electronic chattel paper),
each Related Contract of such Grantor and each of its records pertaining to the
Collateral of such Grantor, with a legend, in form and substance satisfactory
to Secured Party, indicating that such Collateral is subject to the security
interest granted hereby, (ii) at the request of Secured Party, deliver and
pledge to Secured Party hereunder all promissory notes and other instruments
(including checks) and all original counterparts (and, for electronic chattel
paper, the electronic equivalent thereof) of chattel paper constituting
Collateral of such Grantor, duly endorsed and accompanied by duly authenticated
instruments of transfer or assignment, all in form and substance satisfactory
to Secured Party, (iii) execute and file such financing or continuation
statements, or amendments thereto, and such other instruments or notices, as
may be necessary or desirable, or as Secured Party may request, in order to
perfect and preserve the security interests granted or purported to be granted
hereby, which shall be deemed to be all assets of Grantor, (iv) take such
action as Secured Party may request in order for Secured Party to obtain
"control" of any and all investment property, deposit accounts, electronic
chattel paper, and letter-of-credit rights (as such terms are now or hereafter
defined in Revised Article 9 of the Uniform Commercial Code ("REVISED ARTICLE
9") with corresponding provisions in Rev. ss.ss.9-104, 9-105, 9-106 and 9-107
pertaining to the construction of "control" for such items of Collateral), with
each and every agreement establishing control to be in form and substance
satisfactory to Secured Party, (v) obtain the acknowledgement, in form and
substance satisfactory to Secured Party, of any bailee having possession of any
of the Collateral that the bailee holds such Collateral for Secured Party, (vi)
at any reasonable time, upon request by Secured Party, exhibit the Collateral
of such Grantor to and allow inspection of such Collateral by Secured Party, or
persons designated by Secured Party, and (vii) at Secured Party's request,
appear in and defend any action or proceeding that may affect such Grantor's
title to or Secured Party's security interest in all or any part of the
Collateral.

                  (b)      Each Grantor hereby authorizes Secured Party to file
one or more financing or continuation statements, and amendments thereto,
relative to all or any part of such Grantor's assets without the signature of
such Grantor. Each Grantor agrees that a carbon, photographic, electronic or
other reproduction of this Agreement or of a financing statement executed or
authenticated by such Grantor shall be sufficient as a financing statement and
may be filed as a financing statement in any and all jurisdictions.

                  (c)      Each Grantor will furnish to Secured Party from time
to time statements and schedules further identifying and describing the
Collateral and such other reports in connection with the Collateral as Secured
Party may reasonably require, all in reasonable detail. Each Grantor will
furnish to Secured Party, within sixty (60) days following execution of this
Agreement, thereafter on an annual basis within sixty (60) days following the
close of each of such Grantor's fiscal years, and at such additional times as
the Secured Party may reasonably require, a complete listing of each Account
Debtor, including each Account Debtor's name and complete address, in both hard
copy and machine-readable magnetic media formats.


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                  (d)      The initial Grantors hereunder shall be those of the
Subsidiaries of the Borrower as are signatories hereto on the date hereof. From
time to time subsequent to the date hereof, additional Subsidiaries of the
Borrower may become parties hereto, as additional Grantors (each an "ADDITIONAL
GRANTOR"), by executing a counterpart of this Subsidiary Security Agreement.
Upon delivery of any such counterpart to the Secured Party, notice of which is
hereby waived by Grantors, each Additional Grantor shall be a Grantor and shall
be as fully a party hereto as if such Additional Grantor were an original
signatory hereof. Each Grantor expressly agrees that its obligations arising
hereunder shall not be affected or diminished by the addition or release of any
other Grantor hereunder, nor by any election of the Agent not to cause any
Subsidiary of the Borrower to become an Additional Grantor hereunder. This
Subsidiary Security Agreement shall be fully effective as to any Grantor that
is or becomes a party hereto regardless of whether any other Person becomes or
fails to become or ceases to be a Grantor hereunder. Promptly upon execution of
such counterpart each Additional Grantor shall take the actions set forth in
Section 5(a)(i) through (vii) and shall provide an addendum to each of the
Schedules to this Agreement that provides the information called for on such
Schedule as it applies to such Additional Grantor.

                  SECTION 6.        CERTAIN COVENANTS OF GRANTORS. Each Grantor
shall:

                  (a)      not use or permit any Collateral to be used
unlawfully or in violation of any provision of this Agreement or any applicable
statute, regulation or ordinance or any policy of insurance covering the
Collateral;

                  (b)      give Secured Party 30 days' prior written notice of
any change in such Grantor's name or identity, corporate form or structure,
status of incorporation, state in which it is located, organization or federal
employer identification number (as the case may be), chief place of business,
chief executive office or residence or the office where such Grantor keeps its
records regarding the Accounts and all originals of all chattel paper that
evidence Accounts;

                  (c)      if Secured Party gives value to enable such Grantor
to acquire rights in or the use of any Collateral, use such value for such
purposes;

                  (d)      pay promptly when due all property and other taxes,
assessments and governmental charges or levies imposed upon, and all claims
(including claims for labor, materials and supplies) against, the Collateral of
such Grantor, except to the extent the validity thereof is being contested in
good faith; provided that such Grantor shall in any event pay such taxes,
assessments, charges, levies or claims not later than five days prior to the
date of any proposed sale under any judgment, writ or warrant of attachment
entered or filed against such Grantor or any of the Collateral of such Grantor
as a result of the failure to make such payment;

                  (e)      not (i) cancel or terminate any Joint Venture
Agreement to which it is a party or consent to or accept any cancellation or
termination thereof, (ii) sell, assign (by operation of law or otherwise) or
otherwise dispose of any part of its general partnership or membership interest
in any Joint Venture, (iii) amend, supplement or otherwise modify any Joint
Venture Agreement to which it is a party (as in effect on the date hereof)
except amendments that are immaterial and would not have a material adverse
effect on the business, operations, property, assets, liability (contingent or
otherwise), condition (financial or otherwise), or


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prospects of the Borrower and its Subsidiaries taken as a whole, (iv) waive any
default under or breach of any Joint Venture Agreement to which it is a party
or waive, fail to enforce, forgive or release any right, interest or
entitlement of any kind, howsoever arising, under or in respect of any Joint
Venture Agreement to which it is a party or vary or agree to the variation in
any respect of any of the provisions of any Joint Venture Agreement to which it
is a party or of the performance of any other Person under any such Joint
Venture Agreement, or (v) petition, request or take any other legal or
administrative action that seeks, or may reasonably be expected, to rescind,
terminate or suspend any Joint Venture Agreement to which it is a party or to
amend or modify such Joint Venture Agreement;

                  (f)      at its expense (i) perform and comply in all
material respects with all terms and provisions of any Joint Venture Agreement
to which it is a party required to be performed or complied with by it, (ii)
maintain any Joint Venture Agreement to which it is a party in full force and
effect, (iii) enforce any Joint Venture Agreement to which it is a party in
accordance with its terms, and (iv) take all such action to that end as from
time to time may be reasonably requested by Secured Party;

                  (g)      not permit any Joint Venture to which it is a party
to enter into any transaction of merger or consolidation, or liquidate, wind up
or dissolve itself (or suffer any liquidation or dissolution);

                  (h)      deposit all Accounts Receivable in one of the
Accounts governed by a Collection Bank Agreement specified on Schedule IV to
the extent required by Section 8.17 of the Credit Agreement;

                  (i)      not deposit any Accounts Receivable in any Account
not governed by a Collection Bank Agreement listed on Schedule IV nor transfer
any Accounts Receivable from any such Account unless permitted by Section 8.17
of the Credit Agreement;

                  (j)      direct the payor of any Accounts Receivable to be
paid by wire transfer to make such wire transfer directly to the concentration
account of the Borrower governed by the Concentration Bank Agreement; and

                  (k)      at any time, if such Grantor acquires a commercial
tort claim (as such term is defined in Revised Article 9 with corresponding
provision in Rev. ss.9-102(a)(13), regardless of whether Revised Article 9 is
in effect in any jurisdiction relevant hereto), immediately provide written
notification to Secured Party, such notification to include details thereof,
and such Grantor shall grant to Secured Party in such writing a first priority
perfected security interest therein and in the proceeds thereof, all upon the
terms of this Agreement, with such writing to be in form and substance
satisfactory to Secured Party.

                  SECTION 7.        SPECIAL COVENANTS WITH RESPECT TO EQUIPMENT
AND INVENTORY. Each Grantor shall:

                  (a)      keep the Equipment and Inventory of such Grantor at
the places therefor specified on Schedule I annexed hereto or, upon 30 days'
prior written notice to Secured Party, at such other places in jurisdictions
where all action that may be necessary or desirable, or that Secured Party may
request, in order to perfect and protect any security interest granted or


<PAGE>


purported to be granted hereby, or to enable Secured Party to exercise and
enforce its rights and remedies hereunder, with respect to such Equipment and
Inventory shall have been taken;

                  (b)      cause the Equipment of such Grantor to be maintained
and preserved in merchantable quality, and shall forthwith, or, in the case of
any loss or damage to any of such Equipment when subsection (c) of Section 8 is
not applicable, as quickly as practicable after the occurrence thereof, make or
cause to be made all repairs, replacements and other improvements in connection
therewith that are necessary or desirable to such end. Each Grantor shall
promptly furnish to Secured Party a statement respecting any material loss or
damage to any of the Equipment of such Grantor;

                  (c)      keep correct and accurate records of the Inventory
of such Grantor, itemizing and describing the kind, type and quantity of such
Inventory, such Grantor's cost therefor and (where applicable) the current list
prices for the Inventory;

                  (d)      upon the occurrence of an Event of Default, if any
Inventory of such Grantor is in possession or control of any of such Grantor's
agents or processors, instruct such agent or processor to hold all such
Inventory for the account of Secured Party and subject to the instructions of
Secured Party; and

                  (e)      promptly upon the issuance and delivery to such
Grantor of any Negotiable Document of Title, deliver such Negotiable Document
of Title to Secured Party.

                  SECTION 8.        INSURANCE.

                  (a)      Each Grantor shall, at its own expense, maintain
insurance with respect to the Equipment and Inventory of such Grantor in
accordance with the terms of the Credit Agreement. Such insurance shall
include, without limitation, property damage insurance and liability insurance.
Each policy for property damage insurance shall provide for all losses to be
paid directly to Secured Party. Each policy shall in addition name the Grantor
and Secured Party as insured parties thereunder (without any representation or
warranty by or obligation upon Secured Party) as their interests may appear and
have attached thereto a loss payable clause acceptable to Secured Party that
shall (i) contain an agreement by the insurer that any loss thereunder shall be
payable to Secured Party notwithstanding any action, inaction or breach of
representation or warranty by such Grantor, (ii) provide that there shall be no
recourse against Secured Party for payment of premiums or other amounts with
respect thereto, and (iii) provide that at least 30 days' prior written notice
of cancellation, material amendment, reduction in scope or limits of coverage
or of lapse shall be given to Secured Party by the insurer. Each Grantor shall,
if so requested by Secured Party, deliver to Secured Party original or
duplicate policies of such insurance and, as often as Secured Party may
reasonably request, a report of a reputable insurance broker with respect to
such insurance. Further, each Grantor shall, at the request of Secured Party,
duly execute and deliver instruments of assignment of such insurance policies
to comply with the requirements of Section 5(a) and cause the respective
insurers to acknowledge notice of such assignment.

                  (b)      Reimbursement under any liability insurance
maintained by any Grantor pursuant to this Section 8 may be paid directly to
the Person who shall have incurred liability


<PAGE>


covered by such insurance. In case of any loss involving damage to Equipment or
Inventory when subsection (c) of this Section 8 is not applicable, the
applicable Grantor shall make or cause to be made the necessary repairs to or
replacements of such Equipment or Inventory, and any proceeds of insurance
maintained by any Grantor pursuant to this Section 8 shall be paid to the
Grantor that maintains the insurance as reimbursement for the costs of such
repairs or replacements.

                  (c)      Upon (i) the occurrence and during the continuation
of any Event of Default or (ii) the actual or constructive loss (in excess of
$100,000 per occurrence) of any Equipment or Inventory, all insurance payments
in respect of such Equipment or Inventory shall be paid to and applied by
Secured Party as specified in Section 20.

                  SECTION 9.        SPECIAL COVENANTS WITH RESPECT TO ACCOUNTS
AND RELATED CONTRACTS.

                  (a)      Each Grantor shall remain organized under the laws
of the state in which it is incorporated as of May 18, 2001, shall maintain its
organization or federal employer identification number (as the case may be) as
specified in Schedule I hereto, and shall keep its chief place of business,
chief executive office and the office where it keeps its records concerning the
Accounts and Related Contracts, and all originals of all chattel paper that
evidence Accounts, at the location therefor specified in Section 4 or, upon 30
days' prior written notice to Secured Party, at such other location in a
jurisdiction where all action that may be necessary or desirable, or that
Secured Party may request, in order to perfect and protect any security
interest granted or purported to be granted hereby, or to enable Secured Party
to exercise and enforce its rights and remedies hereunder, with respect to such
Accounts and Related Contracts shall have been taken. Each Grantor will hold
and preserve such records and chattel paper and will permit representatives of
Secured Party at any time during normal business hours upon reasonable notice
to the Grantor to inspect and make abstracts from such records and chattel
paper, and each Grantor agrees to render to Secured Party, at such Grantor's
cost and expense, such clerical and other assistance as may be reasonably
requested with regard thereto. Promptly upon the request of Secured Party, each
Grantor shall deliver to Secured Party complete and correct copies of each
Related Contract of such Grantor.

                  (b)      Each Grantor shall, for not less than 5 years from
the date on which such Account arose, maintain (i) complete records of each
Account, including records of all payments received, credits granted and
merchandise returned, and (ii) all documentation relating thereto.

                  (c)      Except as otherwise provided in this subsection (c)
or in the Collection Bank Agreements, each Grantor shall continue to collect,
at its own expense, all amounts due or to become due to such Grantor under the
Accounts and Related Contracts. In connection with such collections, each
Grantor may take (and, at Secured Party's direction, shall take) such action as
such Grantor or Secured Party may deem necessary or advisable to enforce
collection of amounts due or to become due under the Accounts; provided,
however, that Secured Party shall have the right at any time, upon the
occurrence and during the continuation of an Event of Default and upon written
notice to Grantors of its intention to do so, to notify the account debtors or
obligors under any Accounts of the assignment of such Accounts to Secured Party
and to direct such account debtors or obligors to make payment of all amounts
due or to become due to


<PAGE>


any Grantor thereunder directly to Secured Party, to notify each Person
maintaining a lockbox or similar arrangement to which account debtors or
obligors under any Accounts have been directed to make payment to remit all
amounts representing collections on checks and other payment items from time to
time sent to or deposited in such lockbox or other arrangement directly to
Secured Party and, upon such notification and at the expense of Grantors, to
enforce collection of any such Accounts and to adjust, settle or compromise the
amount or payment thereof, in the same manner and to the same extent as
Grantors might have done. After receipt by any Grantor of the notice from
Secured Party referred to in the proviso to the preceding sentence, (i) all
amounts and proceeds (including checks and other instruments) received by such
Grantor in respect of the Accounts and the Related Contracts shall be received
in trust for the benefit of Secured Party hereunder, shall be segregated from
other funds of such Grantor and shall be forthwith paid over or delivered to
Secured Party in the same form as so received (with any necessary endorsement)
to be held as cash Collateral and applied as provided by Section 20, and (ii)
such Grantor shall not adjust, settle or compromise the amount or payment of
any Account, or release wholly or partly any account debtor or obligor thereof,
or allow any credit or discount thereon.

                  SECTION 10.       SPECIAL PROVISIONS WITH RESPECT TO THE
ASSIGNED AGREEMENTS.

                  (a)      Each Grantor shall at its expense:

                           (i)      perform and observe all terms and
         provisions of the Assigned Agreements to be performed or observed by
         it, maintain the Assigned Agreements of such Grantor in full force and
         effect, enforce such Assigned Agreements in accordance with their
         terms, and take all such action to such end as may be from time to
         time requested by Secured Party; and

                           (ii)     furnish to Secured Party, promptly upon
         receipt thereof, copies of all notices, requests and other documents
         received by such Grantor under or pursuant to such Assigned
         Agreements, and from time to time (A) furnish to Secured Party such
         information and reports regarding such Assigned Agreements as Secured
         Party may reasonably request, and (B) upon request of Secured Party
         make such demands and requests for information and reports or for
         action as such Grantor is entitled to make under the Assigned
         Agreements.

                  (b)      Upon and during the continuance of an Event of
Default, no Grantor shall:

                           (i)      cancel or terminate any of the Assigned
         Agreements or consent to or accept any cancellation or termination
         thereof;

                           (ii)     materially amend or otherwise materially
         modify any of the Assigned Agreements or give any consent, waiver or
         approval thereunder;

                           (iii)    waive any default under or breach of any of
         the Assigned Agreements;


<PAGE>


                           (iv)     consent to or permit or accept any
         prepayment of amounts to become due under or in connection with any of
         the Assigned Agreements, except as expressly provided therein; or

                           (v)      take any other action in connection with
         any of the Assigned Agreements that would impair the value of the
         interest or rights of any Grantor thereunder or that would impair the
         interest or rights of Secured Party.

                  SECTION 11.       DEPOSIT ACCOUNTS. Upon the occurrence and
during the continuation of an Event of Default, Secured Party may continue to
exercise dominion and control over, and refuse to permit further withdrawals
(whether of money, securities, instruments or other property) from any deposit
accounts maintained with Secured Party constituting part of the Collateral.
Secured Party may, to the fullest extent, further exercise offset rights with
respect to such deposit accounts.

                  SECTION 12.       LICENSE OF PATENTS, TRADEMARKS, COPYRIGHTS,
ETC. Each Grantor hereby assigns, transfers and conveys to Secured Party,
effective upon the occurrence of any Event of Default, the nonexclusive right
and license to use all trademarks, tradenames, copyrights, patents or technical
processes owned or used by such Grantor that relate to the Collateral and any
other collateral granted by such Grantor as security for the Secured
Obligations, together with any goodwill associated therewith, all to the extent
necessary to enable Secured Party to use, possess and realize on the Collateral
and to enable any successor or assign to enjoy the benefits of the Collateral.
This right and license shall inure to the benefit of all successors, assigns
and transferees of Secured Party and its successors, assigns and transferees,
whether by voluntary conveyance, operation of law, assignment, transfer,
foreclosure, deed in lieu of foreclosure or otherwise. Such right and license
is granted free of charge, without requirement that any monetary payment
whatsoever be made to any Grantor.

                  SECTION 13.       TRANSFERS AND OTHER LIENS. No Grantor
shall:

                  (a)      sell, lease, license, assign (by operation of law or
otherwise) or otherwise dispose of any of the Collateral, except as permitted
by the Credit Agreement; or

                  (b)      except for the security interest created by this
Agreement, create or suffer to exist any Lien upon or with respect to any of
the Collateral to secure the indebtedness or other obligations of any Person,
except as permitted by the Credit Agreement.

                  SECTION 14.       VOTING RIGHTS; PROFITS, INTEREST AND
DIVIDENDS.

                  (a)      So long as no Event of Default shall have occurred
and be continuing:

                  (i)      Grantors shall be entitled to exercise any and all
                  voting and other consensual rights pertaining to the
                  Collateral or any part thereof (including without limitation
                  rights of approval arising under any Joint Venture Agreement
                  or LLC Agreement and the right to manage and administer the
                  business of any Joint Venture or LLC) for any purpose not
                  inconsistent with the terms of this Agreement or the Credit
                  Agreement; provided, however, that each Grantor shall not
                  exercise or refrain from exercising any such right if Secured
                  Party shall have


<PAGE>


                  notified such Grantor that, in Secured Party's judgment, such
                  action would have a material adverse effect on the value of
                  the Collateral or any part thereof; and provided, further,
                  that each Grantor shall give Secured Party at least five
                  Business Days' prior written notice of the manner in which it
                  intends to exercise, or the reasons for refraining from
                  exercising, any such right. It is understood, however, that
                  neither (A) the voting by any Grantor for or such Grantor's
                  consent to the election of directors at a regularly scheduled
                  annual or other meeting of stockholders or with respect to
                  incidental matters at any such meeting nor (B) any Grantor's
                  consent to or approval of any action otherwise permitted
                  under this Agreement and the Credit Agreement shall be deemed
                  inconsistent with the terms of this Agreement or the Credit
                  Agreement within the meaning of this Section 14(a)(i), and no
                  notice of any such voting or consent need be given to Secured
                  Party;

                  (ii)     Grantors shall be entitled to receive, retain and
                  utilize any and all payments, including but not limited to
                  profits, dividends and other distributions, paid in respect
                  of the Collateral; provided, however, that any and all

                           (A)      profits, dividends, and other distributions
                  paid or payable other than in cash in respect of, and
                  instruments and other property received, receivable or
                  otherwise distributed in respect of, or in exchange for, any
                  Collateral,

                           (B)      profits, dividends and other distributions
                  paid or payable in cash in respect of any Collateral in
                  connection with a partial or total liquidation or dissolution
                  or in connection with a reduction of capital, and

                           (C)      cash paid, payable or otherwise distributed
                  in redemption of or in exchange for any Collateral,

         shall be, and shall forthwith be delivered to Secured Party to hold
         as, Collateral and shall, if received by any Grantor, be received in
         trust for the benefit of Secured Party, be segregated from the other
         property or funds of such Grantor and be forthwith delivered to
         Secured Party as Collateral in the same form as so received (with all
         necessary endorsements); and

                  (iii)    Secured Party shall execute and deliver (or cause to
                  be executed and delivered) to Grantors all such proxies and
                  other instruments as Grantors may from time to time
                  reasonably request for the purpose of enabling any Grantor to
                  exercise the voting and other consensual rights that it is
                  entitled to exercise pursuant to Section 14(a)(i) and to
                  receive the profits, dividends and other distributions that
                  it is authorized to receive and retain pursuant to Section
                  14(a)(ii).

                  (b)      Upon the occurrence and during the continuation of
an Event of Default:

                  (i)      upon written notice from Secured Party to Grantors,
                  any or all rights of Grantors to exercise the voting and
                  other consensual rights, and the rights to manage and
                  administer the business and affairs of the Joint Ventures and
                  LLCs,


<PAGE>


                  that they would otherwise be entitled to exercise pursuant to
                  Section 14(a)(i) shall cease, and all such rights (or such of
                  those rights as Secured Party may have elected) shall
                  thereupon become vested in Secured Party who shall thereupon
                  have the sole right to exercise such voting and other
                  consensual rights, subject to any enforceable provisions of
                  the Joint Venture Agreements;

                  (ii)     all rights of Grantors to receive any and all
                  payments under or in connection with any Joint Venture
                  Agreement and LLC Agreement, including but not limited to the
                  profits, dividends, and other distributions that they
                  otherwise would be authorized to receive and retain pursuant
                  to Section 14(a)(ii), shall cease, and all such rights shall
                  thereupon become vested in Secured Party who shall thereupon
                  have the sole right to receive and hold such payments as
                  Collateral; and

                  (iii)    all payments that are received by any Grantor
                  contrary to the provisions of Section 14(b)(ii) are received
                  in trust for the benefit of Secured Party, shall be
                  segregated from other funds of such Grantor and shall be
                  forthwith paid over to Secured Party as Collateral in the
                  same form as so received (with any necessary endorsement).

                  SECTION 15.       ASSIGNMENT OF CONCENTRATION AND COLLECTION
ACCOUNTS. In addition to, and not by way of limitation of, the granting of a
security interest in the Collateral pursuant to Section 1, each Grantor hereby
grants, sells, conveys, transfers, assigns and sets over to Secured Party, for
its benefit and the ratable benefit of Lenders, all of such Grantor's right,
title and interest in and to all deposit accounts, including all deposit
accounts maintained at PNC Bank, National Association, and its successors and
assigns, for the concentration and collection of funds, all deposit accounts
maintained with Lenders and their successors and assigns for the concentration
and collection of funds or otherwise, including, without limitation, all
deposit accounts maintained with as Bankers Trust Company and its successors
and assigns.

                  SECTION 16.       SECURED PARTY APPOINTED ATTORNEY-IN-FACT.
Each Grantor hereby irrevocably appoints Secured Party as such Grantor's
attorney-in-fact, with full authority in the place and stead of such Grantor
and in the name of such Grantor, Secured Party or otherwise, from time to time
in Secured Party's discretion to take any action and to execute any instrument
that Secured Party may deem necessary or advisable to accomplish the purposes
of this Agreement, including without limitation:

                  (a)      to obtain and adjust insurance required to be
maintained by such Grantor or paid to Secured Party pursuant to Section 8;

                  (b)      to ask for, demand, collect, sue for, recover,
compound, receive and give acquittance and receipts for moneys due and to
become due under or in respect of any of the Collateral;

                  (c)      to receive, endorse and collect (i) any drafts or
other instruments, documents and chattel paper in connection with clauses (a)
and (b) above and (ii) all instruments


<PAGE>


made payable to such Grantor representing any payment of profits, dividends or
any other distribution in respect of any of the Collateral;

                  (d)      to file any claims or take any action or institute
any proceedings that Secured Party may deem necessary or desirable for the
collection of any of the Collateral or otherwise to enforce the rights of
Secured Party with respect to any of the Collateral;

                  (e)      to pay or discharge taxes or Liens (other than Liens
permitted under this Agreement or the Credit Agreement) levied or placed upon
or threatened against the Collateral, the legality or validity thereof and the
amounts necessary to discharge the same to be determined by Secured Party in
its sole discretion, any such payments made by Secured Party to become
obligations of Grantors to Secured Party, due and payable immediately without
demand;

                  (f)      to sign and endorse any invoices, freight or express
bills, bills of lading, storage or warehouse receipts, drafts against debtors,
assignments, verifications and notices in connection with Accounts and other
documents relating to the Collateral; and

                  (g)      upon the occurrence and during the continuation of
an Event of Default, generally to sell, transfer, pledge, make any agreement
with respect to or otherwise deal with any of the Collateral as fully and
completely as though Secured Party were the absolute owner thereof for all
purposes, and to do, at Secured Party's option and Grantors' expense, at any
time or from time to time, all acts and things that Secured Party deems
necessary to protect, preserve or realize upon the Collateral and Secured
Party's security interest therein in order to effect the intent of this
Agreement, all as fully and effectively as any Grantor might do.

                  SECTION 17.       SECURED PARTY MAY PERFORM. If any Grantor
fails to perform any agreement contained herein, Secured Party may itself
perform, or cause performance of, such agreement, and the expenses of Secured
Party incurred in connection therewith shall be payable by Grantors under
Section 21.

                  SECTION 18.       STANDARD OF CARE. The powers conferred on
Secured Party hereunder are solely to protect its interest in the Collateral
and shall not impose any duty upon it to exercise any such powers. Except for
the exercise of reasonable care in the custody of any Collateral in its
possession and the accounting for moneys actually received by it hereunder,
Secured Party shall have no duty as to any Collateral or as to the taking of
any necessary steps to preserve rights against prior parties or any other
rights pertaining to any Collateral. Secured Party shall be deemed to have
exercised reasonable care in the custody and preservation of Collateral in its
possession if such Collateral is accorded treatment substantially equal to that
which Secured Party accords its own property.

                  SECTION 19.       REMEDIES.

                  (a)      If any Event of Default shall have occurred and be
continuing, Secured Party may exercise in respect of the Collateral, in
addition to all other rights and remedies provided for herein or otherwise
available to it under applicable law, all the rights and remedies of a secured
party on default under the Uniform Commercial Code as in effect in any relevant
jurisdiction (the "CODE") (whether or not the Code applies to the affected
Collateral), and also may (a) require any Grantor to, and each Grantor hereby
agrees that it will at its expense and upon


<PAGE>


request of Secured Party forthwith, assemble all or part of the Collateral as
directed by Secured Party and make it available to Secured Party at a place to
be designated by Secured Party that is reasonably convenient to both parties,
(b) enter onto the property where any Collateral is located and take possession
thereof with or without judicial process, (c) prior to the disposition of the
Collateral, store, process, repair or recondition the Collateral or otherwise
prepare the Collateral for disposition in any manner to the extent Secured
Party deems appropriate, (d) take possession of any Grantor's premises or place
custodians in exclusive control thereof, remain on such premises and use the
same and any of such Grantor's equipment for the purpose of completing any work
in process, taking any actions described in the preceding clause (c) and
collecting any Secured Obligation, and (e) without notice except as specified
below, sell the Collateral or any part thereof in one or more parcels at public
or private sale, at any exchange or broker's board or at any of Secured Party's
offices or elsewhere, for cash, on credit or for future delivery, at such time
or times and at such price or prices and upon such other terms as Secured Party
may deem commercially reasonable irrespective of the impact of any such sales
on the market price of such Collateral. Secured Party has no obligation to
clean-up or otherwise prepare the Collateral for sale. Secured Party or any
Lender may be the purchaser of any or all of the Collateral at any such sale
and Secured Party, as agent for and representative of Lenders (but not any
Lender or Lenders in its or their respective individual capacities unless
Requisite Lenders shall otherwise agree in writing), shall be entitled, for the
purpose of bidding and making settlement or payment of the purchase price for
all or any portion of the Collateral sold at any such public sale, to use and
apply any of the Secured Obligations as a credit on account of the purchase
price for any Collateral payable by Secured Party at such sale. Each purchaser
at any such sale shall hold the property sold absolutely free from any claim or
right on the part of any Grantor, and each Grantor hereby waives (to the extent
permitted by applicable law) all rights of redemption, stay and/or appraisal
which it now has or may at any time in the future have under any rule of law or
statute now existing or hereafter enacted. Each Grantor agrees that, to the
extent notice of sale shall be required by law, at least ten days' notice to
such Grantor of the time and place of any public sale or the time after which
any private sale is to be made shall constitute reasonable notification.
Secured Party shall not be obligated to make any sale of Collateral regardless
of notice of sale having been given. Secured Party may adjourn any public or
private sale from time to time by announcement at the time and place fixed
therefor, and such sale may, without further notice, be made at the time and
place to which it was so adjourned. Each Grantor hereby waives any claims
against Secured Party arising by reason of the fact that the price at which any
Collateral may have been sold at such a private sale was less than the price
which might have been obtained at a public sale, even if Secured Party accepts
the first offer received and does not offer such Collateral to more than one
offeree. Each Grantor waives any right that it may have to require Secured
Party to pursue any third person for any of the Secured Obligations. If the
proceeds of any sale or other disposition of the Collateral are insufficient to
pay all the Secured Obligations, Grantors shall remain jointly and severally
liable for the deficiency and the fees of any attorneys employed by Secured
Party to collect such deficiency.

                  (b)      Each Grantor recognizes that, by reason of certain
prohibitions contained in the Securities Act of 1933, as from time to time
amended (the "SECURITIES ACT"), and applicable state securities laws, Secured
Party may be compelled, with respect to any sale of all or any part of the
Collateral conducted without prior registration or qualification of such
Collateral under the Securities Act and/or such state securities laws, to limit
purchasers to those who will agree, among other things, to acquire the
Collateral for their own account, for


<PAGE>


investment and not with a view to the distribution or resale thereof. Each
Grantor acknowledges that any such private sales may be at prices and on terms
less favorable than those obtainable through a public sale without such
restrictions (including, without limitation, a public offering made pursuant to
a registration statement under the Securities Act) and, notwithstanding such
circumstances, each Grantor agrees that any such private sale shall be deemed
to have been made in a commercially reasonable manner and that Secured Party
shall have no obligation to engage in public sales and no obligation to delay
the sale of any Collateral for the period of time necessary to permit any Joint
Venture or LLC to register it for a form of public sale requiring registration
under the Securities Act or under applicable state securities laws, even if
such Joint Ventures or LLCs would, or should, agree to so register it.

                  (c)      If Secured Party determines to exercise its right to
sell any or all of the Collateral, upon written request, each Grantor shall and
shall cause all Joint Ventures from time to time to furnish to Secured Party
all such information as Secured Party may request in order to determine the
number and nature of the interests included in the Collateral that may be sold
by Secured Party in exempt transactions under the Securities Act and the rules
and regulations of the Securities and Exchange Commission thereunder, as the
same are from time to time in effect.

                  SECTION 20.       APPLICATION OF PROCEEDS. Except as
expressly provided elsewhere in this Agreement, all proceeds received by
Secured Party in respect of any sale of, collection from, or other realization
upon all or any part of the Collateral may, in the discretion of Secured Party,
be held by Secured Party as Collateral for, and/or then, or at any other time
thereafter, applied in full or in part by Secured Party against, the Secured
Obligations in the following order of priority:

                  FIRST: To the payment of all costs and expenses of such sale,
                  collection or other realization, including reasonable
                  compensation to Secured Party and its agents and counsel, and
                  all other expenses, liabilities and advances made or incurred
                  by Secured Party in connection therewith, and all amounts for
                  which Secured Party is entitled to indemnification hereunder
                  and all advances made by Secured Party hereunder for the
                  account of any Grantor, and to the payment of all costs and
                  expenses paid or incurred by Secured Party in connection with
                  the exercise of any right or remedy hereunder, all in
                  accordance with Section 21;

                  SECOND: To the payment of all other Secured Obligations (for
                  the ratable benefit of the holders thereof) in such order as
                  Secured Party shall elect; and

                  THIRD: To the payment to or upon the order of the applicable
                  Grantor, or to whosoever may be lawfully entitled to receive
                  the same or as a court of competent jurisdiction may direct,
                  of any surplus then remaining from such proceeds.

                  SECTION 21.       INDEMNITY AND EXPENSES.

                  (a)      Grantors agree jointly and severally to indemnify
Secured Party and each Lender from and against any and all claims, losses and
liabilities in any way relating to, growing out of or resulting from this
Agreement and the transactions contemplated hereby (including, without
limitation, enforcement of this Agreement), except to the extent such claims,
losses or


<PAGE>


liabilities result solely from Secured Party's or such Lender's gross
negligence or willful misconduct as finally determined by a court of competent
jurisdiction.

                  (b)      Grantors agree jointly and severally to pay to
Secured Party upon demand the amount of any and all costs and expenses,
including the reasonable fees and expenses of its counsel and of any experts
and agents, that Secured Party may incur in connection with (i) the
administration of this Agreement, (ii) the custody, preservation, use or
operation of, or the sale of, collection from, or other realization upon, any
of the Collateral, (iii) the exercise or enforcement of any of the rights of
Secured Party hereunder, or (iv) the failure by any Grantor to perform or
observe any of the provisions hereof.

                  SECTION 22.       CONTINUING SECURITY INTEREST; TRANSFER OF
LOANS. This Agreement shall create a continuing security interest in the
Collateral and shall (a) remain in full force and effect until the indefeasible
payment in full of the Secured Obligations, the cancellation or termination of
the Commitments and the cancellation or expiration of all outstanding Letters
of Credit, (b) be binding upon each Grantor, its successors and assigns, and
(c) inure, together with the rights and remedies of Secured Party hereunder, to
the benefit of Secured Party and its successors, transferees and assigns.
Without limiting the generality of the foregoing clause (c), but subject to the
provisions of subsection 11.05 of the Credit Agreement, any Lender may assign
or otherwise transfer any Loans held by it to any other Person, and such other
Person shall thereupon become vested with all the benefits in respect thereof
granted to Lenders herein or otherwise, and each Grantor waives and will not
assert against any assignee any claims, defenses or set-offs which such Grantor
could assert against Secured Party, except defenses which cannot be waived.
Upon the indefeasible payment in full of all Secured Obligations, the
cancellation or termination of the Commitments, and the cancellation or
expiration of all outstanding Letters of Credit, the security interest granted
hereby shall terminate and all rights to the Collateral shall revert to the
Grantor in whom title to the Collateral exists. Upon any such termination
Secured Party will, at Grantors' expense, execute and deliver to Grantor in
whom title to the Collateral exists such documents as Grantor in whom title to
the Collateral exists shall reasonably request to evidence such termination.

                  SECTION 23.       SECURED PARTY AS AGENT.

                  (a)      Secured Party has been appointed to act as Secured
Party hereunder by Lenders and Issuing Bank. Secured Party shall be obligated,
and shall have the right hereunder, to make demands, to give notices, to
exercise or refrain from exercising any rights, and to take or refrain from
taking any action (including, without limitation, the release or substitution
of Collateral), solely in accordance with this Agreement and the Credit
Agreement.

                  (b)      Secured Party shall at all times be the same Person
that is Agent under the Credit Agreement. Written notice of resignation by
Agent pursuant to subsection 10.09 of the Credit Agreement shall also
constitute notice of resignation as Secured Party under this Agreement and
appointment of a successor Agent pursuant to subsection 10.09 of the Credit
Agreement shall also constitute appointment of a successor Secured Party under
this Agreement. Upon the acceptance of any appointment as Agent under
subsection 10.09 of the Credit Agreement by a successor Agent, that successor
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Secured Party under this Agreement, and
the retiring Secured Party under this


<PAGE>


Agreement shall promptly (i) transfer to such successor Secured Party all sums,
securities and other items of Collateral held hereunder, together with all
records and other documents necessary or appropriate in connection with the
performance of the duties of the successor Secured Party under this Agreement,
and (ii) execute and deliver to such successor Secured Party such amendments to
financing statements, and take such other actions, as may be necessary or
appropriate in connection with the assignment to such successor Secured Party
of the security interests created hereunder, whereupon such retiring Secured
Party shall be discharged from its duties and obligations under this Agreement.
After any retiring Agent's resignation hereunder as Secured Party, the
provisions of this Agreement shall inure to its benefit as to any actions taken
or omitted to be taken by it under this Agreement while it was Secured Party
hereunder.

                  SECTION 24.       CONFLICT WITH TRADEMARK SECURITY AGREEMENT.
To the extent that the provisions of this Agreement with respect to that
Collateral described in Section 1(f) hereof conflict with the provisions of any
Trademark Security Agreement (the "TRADEMARK SECURITY AGREEMENT"), the
provisions of the Trademark Security Agreement shall control. Nothing in the
foregoing sentence shall affect the validity or enforceability of any provision
of this Agreement with respect to any other Collateral.

                  SECTION 25.       AMENDMENTS; ETC. No amendment or waiver of
any provision of this Agreement, or consent to any departure by any Grantor
herefrom, shall in any event be effective unless the same shall be in writing
and signed by Secured Party, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which it was
given.

                  SECTION 26.       NOTICES. Any notice or other communication
herein required or permitted to be given shall be in writing and may be
personally served or sent by facsimile transmission or United States mail or
courier service and shall be deemed to have been given when delivered in person
or by courier service, upon receipt of facsimile transmission, or three
Business Days after depositing it in the United States mail with postage
prepaid and properly addressed. For the purposes hereof, the address of each
party hereto shall be as set forth under such party's name on the signature
pages hereof or, as to either party, such other address as shall be designated
by such party in a written notice delivered to the other party hereto.

                  SECTION 27.       FAILURE OR INDULGENCE NOT WAIVER; REMEDIES
CUMULATIVE. No failure or delay on the part of Secured Party in the exercise of
any power, right or privilege hereunder shall impair such power, right or
privilege or be construed to be a waiver of any default or acquiescence
therein, nor shall any single or partial exercise of any such power, right or
privilege preclude any other or further exercise thereof or of any other power,
right or privilege. All rights and remedies existing under this Agreement are
cumulative to, and not exclusive of, any rights or remedies otherwise
available.

                  SECTION 28.       SEVERABILITY. In case any provision in or
obligation under this Agreement shall be invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.


<PAGE>


                  SECTION 29.       HEADINGS. Section and subsection headings
in this Agreement are included herein for convenience of reference only and
shall not constitute a part of this Agreement for any other purpose or be given
any substantive effect.

                  SECTION 30.       GOVERNING LAW; TERMS. THIS AGREEMENT SHALL
BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES. NOTWITHSTANDING THE FOREGOING, THE SECURITY INTERESTS GRANTED
HEREUNDER WITH RESPECT TO EACH GRANTOR ORGANIZED UNDER THE LAWS OF A
JURISDICTION THAT HAS ADOPTED REVISED ARTICLE 9 SHALL BE GOVERNED AND
DETERMINED BY THE UNIFORM COMMERCIAL CODE IN EFFECT IN SUCH JURISDICTION, AS
SUCH CODE MAY BE AMENDED (INCLUDING AMENDMENTS RELATED TO REVISED ARTICLE 9) OR
SUCH OTHER APPLICABLE LAW (AS AMENDED) THAT INCREASES THE VALIDITY AND
ENFORCEABILITY OF THE SECURITY INTERESTS GRANTED HEREUNDER, IT BEING THE INTENT
OF THE PARTIES THAT THE SECURITY INTERESTS HEREUNDER BE GIVEN THE BROADEST
POSSIBLE SCOPE. Unless otherwise defined herein or in the Credit Agreement,
capitalized terms used in Articles 8 and 9 of the Uniform Commercial Code, as
it is currently enacted or may hereafter be amended, under the applicable
jurisdiction or jurisdictions shall have the meanings set forth therein.

                  SECTION 31.       CONSENT TO JURISDICTION AND SERVICE OF
PROCESS. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY GRANTOR ARISING OUT OF OR
RELATING TO THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY
OF THIS AGREEMENT EACH GRANTOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY
AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS
AGREEMENT. Each Grantor hereby agrees that service of all process in any such
proceeding in any such court may be made by registered or certified mail,
return receipt requested, to such Grantor at its address provided in Section
26, such service being hereby acknowledged by each Grantor to be sufficient for
personal jurisdiction in any action against such Grantor in any such court and
to be otherwise effective and binding in every respect. Nothing herein shall
affect the right to serve process in any other manner permitted by law or shall
limit the right of Secured Party to bring proceedings against any Grantor in
the courts of any other jurisdiction.

                  SECTION 32.       WAIVER OF JURY TRIAL. EACH GRANTOR AND
SECURED PARTY HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. The
scope of this waiver is intended to be all-encompassing of any and all disputes
that may be filed in any court and that relate to the subject matter of this
transaction, including without limitation contract claims, tort claims, breach
of duty claims, and all other common law and statutory claims. Each Grantor and
Secured Party acknowledge that this waiver is a material inducement for such
Grantor and Secured Party to enter into a business


<PAGE>


relationship, that such Grantor and Secured Party have already relied on this
waiver in entering into this Agreement and that each will continue to rely on
this waiver in their related future dealings. Each Grantor and Secured Party
further warrant and represent that each has reviewed this waiver with its legal
counsel, and that each knowingly and voluntarily waives its jury trial rights
following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING
THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL
APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO
THIS AGREEMENT. In the event of litigation, this Agreement may be filed as a
written consent to a trial by the court.

                  SECTION 33.       COUNTERPARTS. This Agreement may be
executed in one or more counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed an original, but all such counterparts together shall constitute but one
and the same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document. Delivery of an executed
counterpart to this Agreement by facsimile transmission shall be effective as
delivery of a manually executed counterpart of this Agreement.


                  [Remainder of page intentionally left blank]


<PAGE>


                  IN WITNESS WHEREOF, Secured Party and each Grantor have
caused this Agreement to be duly executed and delivered by their respective
officers thereunto duly authorized as of the date first written above.


                                    BANKERS TRUST COMPANY,
                                    as Agent



                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:


                                    Notice Address:

                                         Deutsche Banc Alex. Brown Incorporated
                                         130 Liberty Street, 28th Floor
                                         New York, New York 10006
                                         Attention: Silvia L. Spear
                                         Telecopy: (212) 250-6314


<PAGE>


AHP, L.P., A TENNESSEE LIMITED PARTNERSHIP
AHP ALLIANCE OF COLUMBIA, A SOUTH CAROLINA GENERAL PARTNERSHIP
AHP HOME CARE ALLIANCE OF GAINESVILLE, A FLORIDA GENERAL PARTNERSHIP
AHP HOME CARE ALLIANCE OF TENNESSEE, A TENNESSEE GENERAL PARTNERSHIP
AHP HOME CARE ALLIANCE OF VIRGINIA, A VIRGINIA GENERAL PARTNERSHIP
AHP KNOXVILLE PARTNERSHIP, A TENNESSEE GENERAL PARTNERSHIP
AHP HOME MEDICAL EQUIPMENT PARTNERSHIP OF TEXAS, A TEXAS GENERAL PARTNERSHIP
AHP FINANCE, INC., A DELAWARE CORPORATION
ALLEGHENY RESPIRATORY ASSOCIATES, INC., A PENNSYLVANIA CORPORATION
AMERICAN HOMEPATIENT, INC., A TENNESSEE CORPORATION
AMERICAN HOMEPATIENT OF ARKANSAS, INC., AN ARKANSAS CORPORATION
AMERICAN HOMEPATIENT OF ILLINOIS, INC., AN ILLINOIS CORPORATION
AMERICAN HOMEPATIENT OF IOWA, INC., A DELAWARE CORPORATION
AMERICAN HOMEPATIENT OF NEVADA, INC., A NEVADA CORPORATION
AMERICAN HOMEPATIENT OF TEXAS, L.P., A TEXAS LIMITED PARTNERSHIP
AMERICAN HOMEPATIENT VENTURES, INC., A TENNESSEE CORPORATION
BREATHING EQUIPMENT INC., A PENNSYLVANIA CORPORATION
AMERICAN HOMEPATIENT EAST, INC., A MASSACHUSETTS CORPORATION
AMERICAN HOMEPATIENT OF NEW YORK, INC., A NEW YORK CORPORATION
COLORADO HOME MEDICAL EQUIPMENT ALLIANCE LLC, A COLORADO
   LIMITED LIABILITY COMPANY
DESIGNATED COMPANIES, INC., A NEW YORK CORPORATION
DOWNEAST MEDICAL SHOPPE, A MAINE CORPORATION
MEDICAL EQUIPMENT SERVICE, INC., AN ILLINOIS CORPORATION
NATIONAL I.V., INC., AN ARKANSAS CORPORATION
NATIONAL MEDICAL SYSTEMS, INC., AN ARKANSAS CORPORATION
THE NATIONAL MEDICAL RENTALS, INC., AN ARKANSAS CORPORATION
NORTHEAST PENNSYLVANIA ALLIANCE LLC, A PENNSYLVANIA LIMITED LIABILITY COMPANY
NORTHWEST WASHINGTON ALLIANCE LLC, A WASHINGTON LIMITED LIABILITY COMPANY
SOUND MEDICAL EQUIPMENT, INC., A WASHINGTON CORPORATION
UNITED CLINICAL SERVICES, INC., A NEW JERSEY CORPORATION
VOLUNTEER MEDICAL OXYGEN & HOSPITAL EQUIPMENT COMPANY, A TENNESSEE CORPORATION



On behalf of all of the above entities:


By:
    ----------------------------------------
Name:
      --------------------------------------
Title:
       -------------------------------------


<PAGE>


                                   SCHEDULE I
             TO AMENDED AND RESTATED SUBSIDIARY SECURITY AGREEMENT

                            Locations of Collateral

1.       Locations of Equipment, Inventory and Other Collateral:

         See Schedule I(A)

2.       Locations of Chief Place of Business, Chief Executive Office and
         Office Where Records and Chattel Paper Representing Accounts Are Kept:

         Maryland Farms Office Park
         5200 Maryland Way, Suite 400
         Brentwood, TN 37027-5018

3.       State of Incorporation or Formation:

         See signature page

6.       Organization or Federal Employer Identification Number:

         See Schedule I(B)


                                      S-1
<PAGE>


                                 SCHEDULE I (A)
                             LOCATION OF COLLATERAL




                                     S-1-A
<PAGE>


                                 SCHEDULE I (B)
                              ORGANIZATION NUMBERS


<TABLE>
<CAPTION>
                                                                        CORPORATE           FEDERAL EMPLOYER
             CORPORATIONS:                                        IDENTIFICATION NUMBER:  IDENTIFICATION NUMBER
             -------------                                        ----------------------  ---------------------

<S>                                                               <C>                     <C>
AHP Finance, Inc.                                                        2700015               62-1624249
Allegheny Respiratory Associates, Inc.                                   0927825               37-1350683
American HomePatient, Inc. (TN)                                          0175681               62-1298835
American HomePatient of Arkansas, Inc.                                  CP00094949             62-1494549
American HomePatient of Illinois, Inc.                                   58610658              37-1350683
American HomePatient of Iowa, Inc.                                       2638577               51-0376548
American HomePatient of Nevada, Inc.                                   C13835-1997             86-0878410
American HomePatient of New York, Inc.                                N/A (New York)           16-1142319
American HomePatient Ventures, Inc.                                      0254915               62-1505940
Breathing Equipment, Inc.                                                0601279               23-1982202
American HomePatient East, Inc.                                        N/A (Mass.)             04-2821584
Designated Companies Inc.                                             N/A (New York)           16-1322991
Downeast Medical Shoppe                                                 19820434 D             01-0378373
Medical Equipment Service, Inc.                                          52069645              37-1083405
National I.V., Inc.                                                     CP00091112             71-0708183
The National Medical Rentals, Inc.                                      CP00036608             71-0457738
National Medical Systems, Inc.                                          CP00110488             71-0751771
Sound Medical Equipment, Inc.                                           600385091              91-1123924
United Clinical Services, Inc.                                          0100359769             22-2858427
Volunteer Medical Oxygen & Hospital Equipment Company                    0185478               62-1314729
</TABLE>


<TABLE>
<CAPTION>
  LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES:                  NUMBER:
  -----------------------------------------------------                  -------

<S>                                                                    <C>                     <C>
AHP, L.P.                                                                0275020               62-1598960
American HomePatient of Texas, L.P.                                     85542-10               74-2775696
Colorado Home Medical Equipment Alliance, LLC                          19971114212             84-1420928
Northeast Pennsylvania Alliance, LLC                                     3010371               62-1738535
Northwest Washington Alliance, LLC                                      601886321              62-1749572
</TABLE>


<TABLE>
<CAPTION>
                      GENERAL PARTNERSHIPS:                              NUMBER:
                      ---------------------                              -------

<S>                                                                      <C>                   <C>
AHP Alliance of Columbia                                                                       62-1650186
AHP Home Care Alliance of Gainesville                                                          62-1637225
AHP Home Care Alliance of Tennessee                                                            62-1584579
AHP Home Care Alliance of Virginia                                                             54-1756398
AHP Knoxville Partnership                                                                      62-1556783
AHP Home Medical Equipment Partnership of Texas                                                75-2306849
</TABLE>


                                     S-1-B
<PAGE>


                                  SCHEDULE II
             TO AMENDED AND RESTATED SUBSIDIARY SECURITY AGREEMENT

                   TRADE NAMES AND FICTITIOUS BUSINESS NAMES


<TABLE>
<CAPTION>
Entity                                               Name
------                                               ----

<S>                                         <C>
AHP, L.P.                                   AHP Health, L.P.
Allegheny Respiratory Associates, Inc.      Kinzua Kare
Breathing Equipment Incorporated            Hazelton Medical and Breathing Equipment
Designated Companies, Inc.                  CarePlan
</TABLE>


                                     S-II
<PAGE>


                                  SCHEDULE III
             TO AMENDED AND RESTATED SUBSIDIARY SECURITY AGREEMENT

                       LIST OF TRADEMARKS AND TRADENAMES


   American HomePatient (and Design attached), registered number 1991460 on
          August 6, 1996 in United States Patent and Trademark Office


                                     S-III
<PAGE>


                                  SCHEDULE IV
             TO AMENDED AND RESTATED SUBSIDIARY SECURITY AGREEMENT

                            LIST OF DEPOSIT ACCOUNTS

                                  See attached


                                     S-IV
<PAGE>


<TABLE>
<CAPTION>
ENTITY                                BANK NAME               ADDRESS              CITY       STATE   POSTAL CODE     ACCOUNT #
------                                ---------               -------              ----       -----   -----------     ---------

<S>                                   <C>               <C>                      <C>          <C>     <C>             <C>
AHP Home Care Alliance of
   Tennessee                          PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3002418391
AHP Home Medical Equipment
   Partnership of Texas               PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3002420133
AHP Homecare Alliance of VA           PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3002418025
AHP Knoxville Partnership             PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3002418252
AHP Knoxville Partnership             First Tennessee   800 S. Gay Street        Knoxville      TN      37027-5072    4420144
American HomePatient East Inc         HSBC              1248 Abbot Rd.           Lackawanna     NY      14218         768305730
American HomePatient East Inc         First Union       123 South Broad          Philadelphia   PA      19109         2014220565351
                                      Penn Security
                                      Bank & Trust
American HomePatient East Inc         Company           150 North Washington     Scranton       PA      18503         5-260-262-9
American HomePatient East Inc         PNC Bank          620 Liberty Avenue       Pittsburg      PA      15265         100528984
American HomePatient East, Inc.       Sovereign Bank-   111 Westminister         Providence     RI      02903         52500014502
                                      New England
American HomePatient of
   Arkansas, Inc.                     PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3004369992
American HomePatient of
   Iowa, Inc.,                        PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3004370184
American HomePatient of
   New York, Inc.,                    PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3002414972
American HomePatient of
   New York, Inc.,                    PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3004370221
American HomePatient of
   New York, Inc.,                    M&T Bank          One Fountain Plaza       Buffalo        NY      14203-1495    8229163
American HomePatient of
   Texas, L.P.                        Bank of America   P. O. Box 798            Wichita        KS      67201         1500081823
American HomePatient of
   Texas, L.P.                        PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3002418199
American HomePatient of
   Texas, L.P.                        PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3002419757
American HomePatient, Inc.            Webster Bank      450 Main Street          Waterbury      CT      06702         251001665
American HomePatient, Inc.            PNC Bank          222 Delaware Ave         Wilmington     DE      19899         5636883729
American HomePatient, Inc.            PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3002418498
American HomePatient, Inc.            PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3002418551
American HomePatient, Inc.            PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3002418666
American HomePatient, Inc.            PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3002419183
American HomePatient, Inc.            PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3002419263
American HomePatient, Inc.            PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3002419618
American HomePatient, Inc.            PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3002419677
American HomePatient, Inc.            PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3002419925
American HomePatient, Inc.            PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3002419984
American HomePatient, Inc.            PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3002420061
American HomePatient, Inc.            PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3004369546
American HomePatient, Inc.            PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3004369669
American HomePatient, Inc.            PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3004369706
American HomePatient, Inc.            PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3004369757
American HomePatient, Inc.            PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3004369853
American HomePatient, Inc.            PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3004369909
American HomePatient, Inc.            PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3004370336
American HomePatient, Inc.            PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3002418893
Colorado Home Medical
   Equipment Alliance, LLC            PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3004369597
Columbia AHP Homecare
   Alliance                           BancorpSouth      One Mississippi Plaza    Tupelo         MS      38801         1700-402-9
Downeast Medical Shoppe               Key Bank          23 Water Street          Bangor         ME      04401         21100528
National I.V. Inc.                    Bank One          P.O. Box 655415          Dallas         TX      75265-5415    1885691632
National Medical Rentals, Inc.        Bank One          P.O. Box 655415          Little Rock    AR      75265-5415    1885691624
Sound Medical Equipment, Inc.         PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3002419538
The National Medical
   Rentals, Inc.                      PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3004369482
Volunteer Medical and Hospital
   Equipment Co., Inc.                PNC Bank          500 West Jefferson St.   Louisville     KY      40296         3002418447
</TABLE>


                                     S-IV