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                                                                   EXHIBIT 10.17

                    ASSUMPTION AND INDEMNIFICATION AGREEMENT

     This ASSUMPTION AND INDEMNIFICATION AGREEMENT (this "Agreement"), dated as
of March 29, 2002, is entered into by and between Med Diversified, Inc., a
Nevada corporation ("Med"), and American Reimbursement, LLC, a Delaware limited
liability company ("LLC").

                                R E C I T A L S:

     A.   LLC has purchased various accounts receivable (collectively, the
"Purchased A/R") from several entities (each, a "Seller" and, collectively, the
"Sellers") pursuant to Receivables Purchase Agreements (collectively, the
"Purchase Agreements") entered into between LLC and each respective Seller.
Capitalized terms used herein without definition shall have the meanings
ascribed to them in the Purchase Agreements.

     B.   Med has agreed to provide a guarantee (the "Guarantee") of LLC's
obligations to pay the Purchase Price under the Purchase Agreements.

     C.   Med has issued to Private Investment Bank Limited ("PIBL") certain
subordinated debentures, dated as of December 28, 2001, in the aggregate
principal amount of $70,000,000, as listed on EXHIBITS A-1 through A-5 hereto
(collectively, the "Debentures").

     D.   Significant disputes have arisen between Med and PIBL with regard to
the obligation of Med to repay the Debentures to PIBL and other conduct by PIBL
and its affiliates in connection with the Debentures. However, Med wishes to
create a mechanism pursuant to which a specific source of payment can be
available in the event that Med is found to be liable on the Debentures by a
court of competent jurisdiction or Med otherwise decides to waive or settle any
disputes, claims or defenses regarding the Debentures.

     E.   In exchange for the Guarantee by Med, but without in any way causing a
waiver or relinquishment of any disputes, claims or defenses that Med may have
with respect to the obligations to pay the Debentures, LLC has agreed to assume
any payment obligations of Med under the Debentures and to indemnify Med against
claims made on account of the Debentures or otherwise by PIBL and its
affiliates.

     F.   In the event that the proceeds of the Purchased A/R are not utilized
to repay the Debentures, the proceeds derived from the Purchased A/R shall be
used as agreed upon by the relevant parties.

     NOW, THEREFORE, in consideration of the premises, of the mutual covenants
and conditions herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

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                               A G R E E M E N T:

     1.   CONSIDERATION FROM LLC. In consideration for the Guarantee by Med, LLC
agrees as follows:

          (a)  Solely to the extent that Med is found liable on the Debentures
by a court of competent jurisdiction or Med otherwise agrees to waive or settle
its disputes with regard to the Debentures and to make payments on the
Debentures, until the Termination Date (as such term is defined in Section 5
below), LLC hereby accepts, assumes and agrees to perform and be bound by all of
the terms, conditions and obligations heretofore applicable to Med under,
pursuant to or in connection with the Debentures, and agrees to perform all
covenants, agreements, undertakings and obligations of the issuer thereunder.

          (b)  In furtherance of its assumption of the Debentures as provided in
the foregoing subsection (a), LLC shall indemnify, exonerate and hold free and
harmless Med and each of its parents, officers, directors, employees, equity
holders, joint venturers, subsidiaries, affiliates and agents (collectively, the
"Indemnified Parties") from and against any and all actions, causes of action,
suits, losses, costs, liabilities and damages, and expenses incurred in
connection therewith (irrespective of whether any such Indemnified Party is a
party to the action for which indemnification hereunder is sought), including
reasonable attorneys' fees and disbursements, incurred by the Indemnified
Parties or any of them with respect to the Debentures or any other obligations
to PIBL and its affiliates following the Guarantee by Med, including without
limitation any payment that may hereafter be required to be made by any
Indemnified Party in respect of the Debentures or otherwise to PIBL or its
affiliates.

          (c)  As security for the payment obligations pursuant to the foregoing
assumption of the Debentures and the foregoing indemnification relating to such
assumption, LLC hereby grants to Med a first priority lien and security in and
to the Purchased A/R and all proceeds thereof. Such security interest shall be
evidenced by a security agreement, substantially in the form of EXHIBIT B
hereto, executed by LLC in favor of Med. In addition, Med is hereby authorized
to file such UCC financing statements as Med deems appropriate in order to
perfect and continue such security interest.

     2.   MED'S SUPPORT OF LLC; RECOURSE. As a further inducement to LLC to
assume the Debentures as herein provided, until the Termination Date (as such
term is defined in Section 5 below), Med will reserve for issuance, and agrees
to issue, to LLC up to 10 million shares of its common stock (such shares, the
"Pledged Shares") as additional support for LLC's obligations pursuant to
Sections 1(b) and 1(c). The Pledged Shares may be sold by LLC to generate
proceeds for application of the payment of the Debentures in the event that, by
the respective due dates of the Debentures (as such dates may be extended), LLC
has failed to provide PIBL with sufficient proceeds from the Purchased A/R to
cause the Debentures to be repaid in full.

     3.   REPRESENTATIONS AND WARRANTIES.

          (a)  GOOD STANDING. Each of Med and LLC is an entity duly organized,
validly existing and in good standing under its jurisdiction of formation, has
full power and

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authority to own, lease and operate its properties and assets and to conduct its
business as now being conducted, and is duly qualified or licensed to do
business as a foreign entity, and is in good standing, in all jurisdictions
where the character of the properties it owns, leases or operates, or the
conduct of its business, requires such qualification or licensing.

          (b)  DUE AUTHORIZATION & VALIDITY. Each of the parties represents and
warrants that it has full legal right, power and authority, and all approvals
required by law, to enter into this Agreement, and to consummate such
transactions and perform such obligations contemplated hereby as are applicable
to such party. Each of the parties represents and warrants that the execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate or other action by or on behalf of such party and that this Agreement
constitutes the legal, valid and binding obligation of such party, enforceable
in accordance with its terms.

          (c)  SOLVENCY. Each of the parties represents and warrants that it is
currently solvent and that it will be solvent immediately after giving effect to
the transactions contemplated by this Agreement.

          (e)  FAIR VALUE. Each of the parties represents and warrants that it
is receiving fair equivalent value for the agreements and undertakings being
made by it hereunder.

     4.   FURTHER ASSURANCES. Each of the parties hereto agrees at any time and
from time to time, upon request, to do, execute, acknowledge and deliver, or to
cause to be done, executed, acknowledged and delivered, all such further acts,
assignments, transfers, powers of attorney and assurances as may be required in
order to carry out or give effect to the terms and conditions of this Agreement.

     5.   TERM; TERMINATION. Unless expressly extended pursuant to a written
notice of extension (a "Notice of Extension") executed and delivered by Med, in
its sole and absolute discretion, any and all obligations and agreements of LLC
under Sections 1(a) through 1(c) shall terminate, and be of no further force and
effect, as of June 26, 2002 (such date, the "Termination Date"). It being
understood that, in the event that any such Notice of Extension is executed and
delivered, the Termination Date shall be deemed to refer to the subsequent date
referenced in such Notice of Extension.

     6.   SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties contained herein shall survive the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby and
remain in full force and effect, notwithstanding any investigation at any time
made by or on behalf of the parties.

     7.   SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall
inure to the benefit of the parties and their respective successors and
permitted assigns. This

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Agreement may not be assigned or delegated by any party without the consent of
the other parties.

     8.   NOTICES. All notices, requests, demands and other communications
provided for by this Agreement shall be in writing (including telecopier or
similar writing) and shall be deemed to have been given at the time when mailed
in any general or branch office of the United States Postal Service, enclosed in
a registered or certified postpaid envelope, or sent by Federal Express or other
similar overnight courier service, addressed to the recipient at the address set
forth beneath its signature to this Agreement or, if given by telecopier, when
such telecopy is transmitted and the appropriate answer back is received (or to
such changed address or telecopy number as such party may have specified by
notice given as aforesaid).

     9.   GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Delaware, without giving effect to the principles of conflicts of law.

     10.  ENTIRE AGREEMENT. This Agreement sets forth the entire agreement among
the parties with respect to its subject matter. This Agreement may not be
amended or otherwise modified except in writing duly executed by all of the
parties. No waiver of any provision or breach of this Agreement shall be
effective unless such waiver is in writing and signed by the party against which
enforcement of such waiver is sought. A waiver by any party of any breach or
violation of this Agreement shall not be deemed or construed as a waiver of any
subsequent breach or violation thereof.

     11.  SEVERABILITY. Should any part, term or condition hereof be declared
illegal or unenforceable or in conflict with any other law, the validity of the
remaining portions or provisions of this Agreement shall not be affected
thereby, and the illegal or unenforceable portions of the Agreement shall be and
hereby are redrafted to conform with applicable law, while leaving the remaining
portions of this Agreement intact.

     12.  COUNTERPARTS. This Agreement may be executed in counterparts
(including counterparts delivered by facsimile), each of which shall be deemed
an original, but all of which, taken together, shall constitute one and the same
document.

     13.  HEADINGS. Section headings included in this Agreement are for
convenience only and do not control or affect the meaning or interpretation of
any terms or provisions of this Agreement.

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     IN WITNESS WHEREOF the parties have executed this Agreement as of the date
first above written.

                      MED DIVERSIFIED, INC.

                                     By: /s/ Frank P. Magliochetti
                                        ----------------------------------
                                     Name: Frank P. Magliochetti
                                     Title:  Chairman and CEO
                                     Address: 200 Brickstone Square, Suite 403
                                     Andover, Massachusetts  01810
                                     Telecopy: (978) 656-9691
                                     Attn: Frank P. Magliochetti

                      AMERICAN REIMBURSEMENT, LLC

                                      By: /s/ Richard J. Boudreau
                                         ---------------------------------
                                      Name: Richard J. Boudreau
                                      Title:  Manager
                                      Address: 77 Main Street
                                      Andover, Massachusetts  01810
                                      Telecopy: (978) 475-1184
                                      Attn: Richard J. Boudreau

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                                   EXHIBIT A-1

                                   DEBENTURES

                 See Exhibit 10.1 filed electronically herewith.

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                                   EXHIBIT A-2

                                   DEBENTURES

                 See Exhibit 10.2 filed electronically herewith.

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                                   EXHIBIT A-3

                                   DEBENTURES

                 See Exhibit 10.3 filed electronically herewith.

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                                   EXHIBIT A-4

                                   DEBENTURES

                 See Exhibit 10.4 filed electronically herewith.

                                        9
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                                   EXHIBIT A-5

                                   DEBENTURES

                 See Exhibit 10.5 filed electronically herewith.

                                       10
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                                    EXHIBIT B

                           FORM OF SECURITY AGREEMENT

                             See attached document.

                                       11
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                               SECURITY AGREEMENT

     THIS SECURITY AGREEMENT (this "Agreement"), dated as of _________, is made
by American Reimbursement, LLC a Delaware limited liability company ("Grantor"),
in favor of Med Diversified, Inc., a Nevada corporation ("Secured Party").

                              W I T N E S S E T H:

     WHEREAS, Grantor desires to enter into a certain Assumption and
Indemnification Agreement, dated as of ___________, with Secured Party (such
agreement, as amended, supplemented, restated, replaced or refinanced from time
to time, the "Assumption Agreement"; capitalized terms used herein without
definition shall have the meanings ascribed to them in the Assumption
Agreement), pursuant to which, among other things, Grantor has agreed to assume
the payment obligations of Secured Party under the Debentures and to indemnify
Secured Party against any liability that it may incur hereafter in connection
with the Debentures; and

     WHEREAS, pursuant to the Assumption Agreement, Grantor is required to enter
into this Agreement granting collateral to Secured Party for Grantor's
assumption and indemnification obligations under the Assumption Agreement.

     NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Grantor and Secured Party hereby agree as follows:

     1.   OBLIGATIONS. The term "Obligations", as used herein, shall mean all
obligations of Grantor to Secured Party arising under Sections 1(a) and 1(b) of
the Assumption Agreement., whether the same are matured or unmatured, including
interest on any such Obligations, whether accruing before or after any
bankruptcy or insolvency case or proceeding involving Grantor or any other
Person and also including (if interest on any portion of such obligations ceases
to accrue by operation of law by reason of the commencement of such case or
proceeding) such interest as would have accrued on any such portion of such
obligations if such case or proceeding had not commenced, and further agrees to
pay all expenses (including reasonable attorneys' fees and legal expenses) paid
or incurred by Secured Party in endeavoring to collect the Obligations, or any
part thereof, and in enforcing this Agreement.

     2.   SECURITY. As security for the prompt and complete payment and
performance of the Obligations when due, Grantor hereby delivers, pledges and
grants a security interest to Secured Party in all of Grantor's right, title and
interest (whether now owned and existing or hereafter arising or acquired) in
and to the following: all of Grantor's right, title and interest in and to those
accounts receivable listed on SCHEDULES A-1, A-2, A-3, A-4 and A-5 hereto; and
all accessions to, substitutions for, and replacements, proceeds and products of
any of the foregoing (including, without limitation, all rights in, to and under
all policies of insurance, as well as claims or rights to payments thereunder
and proceeds therefrom, and any credit insurance)(collectively, the
"Collateral"). Terms used in the foregoing definition of Collateral shall have
the meanings provided in the Uniform Commercial Code as in effect in the State
of Delaware (the "UCC").

<Page>

     Grantor will not (i) change its name or identity, (ii) establish any other
location other than the address set forth beneath its signature hereto where it
expects to maintain inventory and/or equipment or (iii) change its principal
place of business or the place where its records concerning the Collateral are
kept from the address set forth beneath its signature hereto, unless Grantor
shall have given Secured Party at least thirty (30) days' prior written notice
thereof and shall have taken all action (or made arrangements to take such
action substantially simultaneously with such change if it is impossible to take
such action in advance) necessary or reasonably requested by Secured Party to
amend such financing statement or continuation statement as Secured Party may
deem appropriate or otherwise to maintain perfection of Secured Party's security
interest in the Collateral.

     Grantor hereby irrevocably constitutes and appoints Secured Party and any
agent or representative thereof, with full power of substitution, as its true
and lawful attorney-in-fact with full irrevocable power and authority in the
place and stead of Grantor and in the name of Grantor or in its own name, from
time to time in Grantor's discretion, for the purpose of carrying out the terms
of this Agreement, to take any and all appropriate action and to execute and
deliver any and all documents and instruments which may be necessary or
desirable to accomplish the purposes of this Agreement, and, without limiting
the generality of the foregoing, hereby gives Secured Party the power and right,
on behalf of Grantor, without notice to or assent by Grantor to do the
following: (i) to ask, demand, collect, receive and give acquittances and
receipts for any and all moneys due and to become due under any Collateral and,
in the name of Grantor or its own name or otherwise, to take possession of and
endorse and collect any checks, drafts, notes, acceptances or other Instruments
for the payment of moneys due under any Collateral and to file any claim or to
take any other action or proceeding in any court of law or equity or otherwise
deemed appropriate by Secured Party for the purpose of collecting any and all
such moneys due under any Collateral whenever payable; (ii) to direct any party
liable for any payment under any of the Collateral to make payment of any and
all moneys due, and to become due thereunder, directly to Secured Party or as
Secured Party shall direct, with the exception of accounts receivable payable by
Medicare, Medicaid or any other governmental payor that must be made payable to
the healthcare provider that rendered the underlying healthcare services;
provided, however, that any such direction shall relate only to the Collateral
and shall not relate to any other accounts receivable generated by the
healthcare provider that generated the Collateral; (iii) to receive payment of
and receipt for any and all moneys, claims and other amounts due, and to become
due at any time, in respect of or arising out of any Collateral; and (iv)
generally to sell, transfer, pledge, make any agreement with respect 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 Grantor's expense, at any time, or from time to time,
all acts and things which Secured Party reasonably deems necessary to protect,
preserve or realize upon the Collateral and Secured Party's lien therein, in
order to effect the intent of this Agreement, all as fully and effectively as
Grantor might do, with the exception noted in (ii) above. Grantor hereby
ratifies, to the extent permitted by law, all that said attorneys shall lawfully
do or cause to be done by virtue hereof. The power of attorney granted pursuant
to this Section 2 is a power coupled with an interest and shall be irrevocable
until the Obligations are indefeasibly paid in full.

         Grantor waives any and all notice of the creation, renewal, extension
or accrual of any of the Obligations and notice of, or proof of reliance by,
Secured Party upon this Agreement or acceptance of this Agreement, and the
Obligations, and any of them, shall conclusively be deemed to have been created,
contracted or incurred in reliance upon this Agreement. Grantor unconditionally
waives, to

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the extent permitted by law: (a) all notice of the creation, renewal, extension
or accrual of any of the Obligations and notice of or proof of reliance by
Secured Party upon this Agreement or acceptance of this Agreement (the
Obligations being deemed conclusively to have been created, contracted or
incurred in reliance upon this Agreement); (b) all notices that may be required
by statute, rule of law or otherwise, now or hereafter in effect, including
without limitation, any demand, presentment, protest, proof or notice of
nonpayment; (c) any requirement of diligence on the part of any Person; and (d)
any requirement of Secured Party to take any action whatsoever, to exhaust any
remedies or to mitigate damages.

     3.   ASSIGNMENT BY SECURED PARTY. Secured Party may, from time to time,
whether before or after any discontinuance of this Agreement, at its sole
discretion and without notice to Grantor, assign or transfer any or all of its
portion of the Obligations or any interest therein; and, notwithstanding any
such assignment or transfer or any subsequent assignment or transfer thereof,
such Obligations shall be and remain Obligations for the purposes of this
Agreement, and each and every immediate and successive assignee or transferee of
any of the Obligations or of any interest therein shall, to the extent of such
assignee's or transferee's interest in the Obligations, be entitled to the
benefits of this Agreement to the same extent as if such assignee or transferee
were Secured Party, as appropriate.

     4.   NO WAIVER. No delay in the exercise of any right or remedy shall
operate as a waiver thereof, and no single or partial exercise of any right or
remedy shall preclude other or further exercise thereof or the exercise of any
other right or remedy; nor shall any modification or waiver of any of the
provisions of this Agreement be binding upon Secured Party except as expressly
set forth in a writing duly signed and delivered on its behalf. No action
permitted hereunder shall in any way affect or impair Secured Party's rights or
Grantor's obligations under this Agreement. For the purposes of this Agreement,
Obligations shall include all of the obligations described in the definition
thereof, notwithstanding any right or power of Grantor or anyone else to assert
any claim or defense as to the invalidity or unenforceability of any such
obligation, and no such claim or defense shall affect or impair the obligations
of Grantor hereunder. Grantor's obligations under this Agreement shall be
absolute and unconditional irrespective of any circumstance whatsoever that
might constitute a legal or equitable discharge or defense of Grantor. Grantor
hereby acknowledges that there are no conditions to the effectiveness of this
Agreement.

     6.   REPRESENTATIONS AND WARRANTIES. Grantor hereby represents and warrants
to Secured Party that:

          (a)  Grantor has all requisite power and authority to execute, deliver
and perform its obligations under this Agreement and such other instruments or
agreements relating thereto to which it is or may become a party;

          (b)  Grantor has duly executed and delivered this Agreement, and this
Agreement is the legal, valid and binding obligation of Grantor, enforceable in
accordance with its terms;

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          (c)  the execution, delivery and performance of this Agreement by
Grantor does not conflict with, or constitute a violation under, any law,
regulation order, agreement or instrument to which Grantor is a party or by
which Grantor or its properties is bound.

     7.   EVENTS OF DEFAULT. An "Event of Default" shall exist under this
Agreement if at any time: (a) any representation or warranty of made by Grantor
under this Agreement shall have been false or misleading in any material respect
when made; or (b) Grantor shall fail to make any payment hereunder upon demand
therefor.

     8.   REMEDIES.

          (a)  In case an Event of Default shall occur and be continuing, the
Obligations shall become immediately due and payable and Secured Party shall be
entitled to exercise all of Secured Party's rights, powers and remedies (whether
pursuant to applicable law or this Agreement) with respect thereto and for the
protection and enforcement of Secured Party's rights in the Collateral,
including, without limitation, the following:

               (i)   the right to receive all monies or other property which,
but for the occurrence of the Event of Default, Grantor would have been entitled
to retain;

               (ii)  to transfer registration of the Collateral into Secured
Party's name;

               (iii) to sell, assign or otherwise dispose of the Collateral, in
the entirety or in separate lots, and generally in such manner, at such time or
times, at such place or places and on such terms as Secured Party, in compliance
with any mandatory requirements of applicable law, may determine to be
commercially reasonable, and, to the extent permitted by any such requirement of
law, Secured Party may bid (which may be a credit bid) for and become the
purchaser of the Collateral (or any portion thereof), offered for sale in
accordance with this section without accountability to Grantor, except pursuant
to subsection (b)(iii) below.

          (b)  The proceeds of any disposition of any Collateral obtained
pursuant to this section shall be applied as follows:

               (i)   first, to the payment of any and all expenses and fees
(including reasonable attorney's fees) incurred by Secured Party in foreclosing
on and disposing of the Collateral;

               (ii)  next, any surplus then remaining to the payment of the
Obligations (whether matured or unmatured) in such order as Secured Party may
determine in its sole discretion; and

               (iii) thereafter, if no other Obligations are outstanding, any
surplus then remaining shall be paid to Grantor or to such other person legally
entitled to same; it being understood that Grantor will remain liable to Secured
Party to the extent of any deficiency between the amount of the Obligations and
the aggregate of all amount realized from Collateral.

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     9.   COSTS, ETC. Grantor agrees to pay all reasonable costs of Secured
Party, including, without limitation, reasonable attorneys' fees, incurred in
connection with the enforcement of any of its rights and remedies hereunder.

     10.  CUMULATIVE RIGHTS. Secured Party's rights, powers and remedies under
this Agreement shall be in addition to all rights, powers and remedies given to
Secured Party under law or otherwise, all of which rights, powers and remedies
shall be cumulative and may be exercised successively or concurrently.

     11.  MISCELLANEOUS.

          (a)  SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
Grantor and upon Grantor's successors; and all references herein to Grantor
shall be deemed to include any successor or successors, whether immediate or
remote, to such Person. Grantor shall have no right to assign its obligations
hereunder. This Agreement shall inure to the benefit of Secured Party and its
successors, assigns and transferees.

          (b)  SEVERABILITY. Wherever possible each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable laws and regulations, but if any provision of this Agreement shall be
prohibited by or invalid thereunder, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Agreement.

          (c)  SERVICE OF PROCESS. Grantor agrees that service of process in any
such action or proceeding may be effected by mailing a copy thereof by
registered or certified mail (or any substantially similar form of mail),
postage prepaid, to it at its address set forth below or at such other address
of which Secured Party shall have been notified in writing, and agrees that
nothing herein shall affect the right to effect service of process in any other
manner permitted by law.

          (d)  NOTICES. All notices, demands, declarations, consents,
directions, approvals, instructions, requests and other communications required
or permitted by this Agreement shall be in writing and shall be deemed to have
been duly given when addressed to the appropriate Person and deposited in the
U.S. Postal Service via registered mail. The initial address for notices to
Grantor is set forth beneath its signature below.

          (e)  GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.

          (f)  WAIVER OF JURY TRIAL. GRANTOR, BY ITS EXECUTION AND DELIVERY OF
THIS AGREEMENT, AND SECURED PARTY, BY ACCEPTING THIS AGREEMENT, EACH EXPRESSLY
WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR
DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT,
DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN

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CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

          (g)  COUNTERPARTS. This Agreement may be executed in counterparts
(including counterparts delivered by facsimile), each of which shall be deemed
an original, but all of which, taken together, shall constitute one and the same
document.

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     IN WITNESS WHEREOF, Grantor has caused this Agreement to be executed and
delivered as of the date first above written.

"Grantor"       AMERICAN REIMBURSMENT, LLC, a Delaware limited liability company

                     By:
                        ---------------------------------------
                        Name:  Richard J. Boudreau
                        Title: Manager

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                                  SCHEDULE A-1

                            TLCS ACCOUNTS RECEIVABLE

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                                  SCHEDULE A-2

                             HMA ACCOUNTS RECEIVABLE

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                                  SCHEDULE A-3

                             IMS ACCOUNTS RECEIVABLE

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                                  SCHEDULE A-4

                          MILLENIUM ACCOUNTS RECEIVABLE

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                                  SCHEDULE A-5

                          CHARTWELL ACCOUNTS RECEIVABLE