<PAGE>

                                                                    Exhibit 10.9
                                                                    To Form 10K

               --------------------------------------------------

                               HCFP FUNDING, INC.

               --------------------------------------------------



               --------------------------------------------------
               --------------------------------------------------


                         LOAN  AND  SECURITY  AGREEMENT

                         Dated as of November 27, 1996
                                  $50,000,000


               --------------------------------------------------
               --------------------------------------------------



               --------------------------------------------------

                           FLEET CAPITAL CORPORATION

               --------------------------------------------------
<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                     Page
                                                                     ----
<C>          <S>                                                    <C>
SECTION 1.   CREDIT FACILITY......................................   - 2 -
        1.1  Revolving Credit Loans...............................   - 2 -
             ----------------------

SECTION 2.   INTEREST, FEES AND CHARGES...........................   - 3 -
        2.1  Interest.............................................   - 3 -
             --------
        2.2  Computation of Interest and Fees.....................   - 4 -
             --------------------------------
        2.3  Commitment Fee.......................................   - 5 -
             --------------
        2.4  Unused Line Fee......................................   - 5 -
             ---------------
        2.5  Collection Charges...................................   - 5 -
             ------------------
        2.6  Audit Fees...........................................   - 5 -
             ----------
        2.7  Reimbursement of Expenses............................   - 5 -
             -------------------------
        2.8  Bank Charges.........................................   - 6 -
             ------------
        2.9  Indemnity re: LIBOR..................................   - 6 -
             -------------------

SECTION 3.   LOAN ADMINISTRATION..................................   - 6 -
        3.1  Manner of Borrowing Revolving Credit Loans...........   - 6 -
             ------------------------------------------
        3.2  Payments.............................................   - 7 -
             --------
        3.3  Prepayments..........................................   - 7 -
             -----------
        3.4  Application of Payments and Collections..............   - 7 -
             ---------------------------------------
        3.5  All Loans to Constitute One Obligation...............   - 8 -
             --------------------------------------
        3.6  Loan Account.........................................   - 8 -
             ------------
        3.7  Statements of Account................................   - 8 -
             ---------------------

SECTION 4.   TERM AND TERMINATION.................................   - 8 -
        4.1  Term of Agreement....................................   - 8 -
             -----------------
        4.2  Termination..........................................   - 8 -
             -----------

SECTION 5.   SECURITY INTERESTS...................................   - 9 -
        5.1  Security Interest in Collateral......................   - 9 -
             -------------------------------
        5.2  Lien Perfection; Further Assurances..................  - 10 -
             -----------------------------------
        5.3  Confirmation of Existing Liens.......................  - 10 -
             ------------------------------

SECTION 6.   COLLATERAL ADMINISTRATION............................  - 10 -

        6.1  General..............................................  - 10 -
             -------
        6.2  Administration of Accounts...........................  - 11 -
             --------------------------
        6.3  Payment of Charges...................................  - 12 -
             ------------------

SECTION 7.   REPRESENTATIONS AND WARRANTIES.......................  - 12 -
        7.1  General Representations and Warranties...............  - 12 -
             --------------------------------------
        7.2  Continuous Nature of Representations and Warranties..  - 17 -
             ---------------------------------------------------
        7.3  Survival of Representations and Warranties...........  - 17 -
             ------------------------------------------
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<C>          <S>                                                    <C>
SECTION 8.   COVENANTS AND CONTINUING AGREEMENTS..................  - 17 -
        8.1  Affirmative Covenants................................  - 17 -
             ---------------------
        8.2  Negative Covenants...................................  - 19 -
             ------------------
        8.3  Specific Financial Covenants.........................  - 21 -
             ----------------------------

SECTION 9.   CONDITIONS PRECEDENT.................................  - 22 -
        9.1  Documentation........................................  - 22 -
             -------------
        9.2  No Default...........................................  - 22 -
             ----------
        9.3  Other Loan Documents.................................  - 22 -
             --------------------
        9.4  Equity...............................................  - 22 -
             ------
        9.5  Availability.........................................  - 22 -
             ------------
        9.6  No Litigation........................................  - 22 -
             -------------

SECTION 10.  EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT....  - 23 -
       10.1  Events of Default....................................  - 23 -
             -----------------
       10.2  Acceleration of the Obligations......................  - 25 -
             -------------------------------
       10.3  Other Remedies.......................................  - 25 -
             --------------
       10.4  Remedies Cumulative; No Waiver.......................  - 26 -
             ------------------------------

SECTION 11.  MISCELLANEOUS........................................  - 26 -
       11.1  Power of Attorney....................................  - 26 -
             -----------------
       11.2  Indemnity............................................  - 27 -
             ---------
       11.3  Modification of Agreement; Sale of Interest..........  - 27 -
             -------------------------------------------
       11.4  Confidentiality......................................  - 28 -
             ---------------
       11.5  Severability.........................................  - 28 -
             ------------
       11.6  Successors and Assigns...............................  - 28 -
             ----------------------
       11.7  Cumulative Effect; Conflict of Terms.................  - 28 -
             ------------------------------------
       11.8  Execution in Counterparts............................  - 28 -
             -------------------------
       11.9  Notice...............................................  - 29 -
             ------
      11.10  Lender's Consent.....................................  - 29 -
             ----------------
      11.11  Credit Inquiries.....................................  - 29 -
             ----------------
      11.12  Entire Agreement.....................................  - 30 -
             ----------------
      11.13  Interpretation.......................................  - 30 -
             --------------
      11.14  GOVERNING LAW; CONSENT TO FORUM......................  - 30 -
             -------------------------------
      11.15  WAIVERS  BY  BORROWER................................  - 31 -
             ---------------------
</TABLE>

                                     -ii-
<PAGE>

                         LOAN AND SECURITY AGREEMENT


     THIS LOAN AND SECURITY AGREEMENT is made as of November 27, 1996, by and
between FLEET CAPITAL CORPORATION ("Lender"), a Rhode Island corporation with an
office at 200 Glastonbury Boulevard, Glastonbury, CT 06033; and HCFP FUNDING,
INC. ("Borrower"), a Delaware corporation with its chief executive office and
principal place of business at 2 Wisconsin Circle, Suite 320, Chevy Chase, MD
20815. Capitalized terms used in this Agreement have the meanings assigned to
them in Appendix A, General Definitions. Accounting terms not otherwise
specifically defined herein shall be construed in accordance with GAAP
consistently applied.


                                   BACKGROUND

     A.   On March 9, 1995, Shawmut Capital Corporation (predecessor by merger
to Lender) entered into a certain Loan and Security Agreement with
HealthPartners Funding, L.P. ("HPF"), a Delaware Limited Partnership (as amended
from time to time, the "HPF Existing Loan Agreement"), whereby Shawmut Capital
Corporation agreed to make a credit facility available to HPF in the maximum
principal amount of $23,125,000.00, which has been subsequently increased to
$50,000,000 ("HPF Existing Line of Credit"), on the terms and conditions therein
set forth.  The HPF Existing Loan Agreement, together with all instruments,
documents and agreements executed in connection therewith or related thereto,
all as amended from time to time, are hereinafter referred to collectively as
the "HPF Existing Financing Agreements".

     B.   On March 9, 1995, Shawmut Capital Corporation entered into a certain
Loan and Security Agreement with HealthPartners - Del, L.P. ("HP Del"), a
Delaware Limited Partnership (as amended from time to time, the "HP Del Existing
Loan Agreement"), whereby Shawmut Capital Corporation agreed to make a credit
facility available to HP Del in the maximum principal amount of $1,875,000.00
("HP Del Existing Line of Credit"), on the terms and conditions therein set
forth.  The HP Del Existing Loan Agreement, together with all instruments,
documents and agreements executed in connection therewith or related thereto,
all as amended from time to time, are hereinafter referred to collectively as
the "HP Del Existing Financing Agreements" and the HP Del Existing Financing
Agreements together with the HPF Existing Financing Agreements are hereinafter
referred to collectively as the Existing Financing Agreements.

     C.   Effective as of September 1, 1996, HPF acquired all of the net assets
of HP Del for cash, the cash was distributed to the partners of HP Del and HP
Del was liquidated.

     D.   On November 27, 1996, Borrower acquired all of the limited partnership
interests of HPF for cash.  All of the assets of HPF were then transferred to
Borrower and all of the obligations of HPF, including the obligations of HPF and
HP Del under the Existing Financing Agreements were assumed by Borrower.  After
such transfer and assumption, HPF was liquidated.
<PAGE>

     E.   HPF has asked for Lender's consent, which Lender has given to the
transfer of all of the assets and liabilities of HPF to Borrower and the
liquidation of HPF; such consent being required pursuant to the Existing
Financing Agreements.

     F.   Lender has agreed to allow the requested transfer of interests and
liquidation, provided, among other things, Borrower (i) expressly assumes all of
the obligations and liabilities of HPF and HP Del related to the Existing
Financing Agreements and (ii) executes this Agreement and all other instruments,
documents and agreements required by Lender.

     G.   On and after the Closing Date, except as expressly set forth herein,
this Agreement and all of the agreements, documents and instruments executed in
connection herewith shall be deemed to amend and restate (but not extinguish the
obligations evidenced by) the Existing Financing Agreements and the terms hereof
shall control.

     NOW, THEREFORE, with the foregoing Background deemed incorporated herein by
reference, the parties hereto, intending to be legally bound, agree as follows.

SECTION 1. CREDIT FACILITY

     Subject to the terms and conditions of, and in reliance upon the
representations and warranties made in, this Agreement and the other Loan
Documents, Lender agrees to make a Revolving Credit Facility of up to the
"Facility Cap" available upon Borrower's request therefor, as follows:

     1.1  Revolving Credit Loans.
          ----------------------

                 1.1.1    Loans and Reserves.  Lender agrees, for so long as no
                          ------------------
Event of Default exists, to make Revolving Credit Loans to Borrower from time to
time, as requested by Borrower in the manner set forth in subsection 3.1.1
hereof, up to a maximum principal amount at any time outstanding equal to the
Borrowing Base at such time minus reserves, if any.  If the unpaid balance of
                            -----
the Revolving Credit Loans should exceed the Borrowing Base or any other
limitation set forth in this Agreement, such Overadvance shall nevertheless
constitute Obligations that are due and payable on demand, and which are secured
by the Collateral and entitled to all the benefits thereof.  Lender shall have
the right to establish reserves in such amounts, and with respect to such
matters, as Lender shall reasonably deem necessary or appropriate, against the
amount of Revolving Credit Loans which Borrower may otherwise request under this
subsection 1.1.1, including, without limitation, with respect to (i) other sums
chargeable against Borrower's Loan Account as Revolving Credit Loans under any
section of this Agreement; (ii) amounts owing by Borrower to any Person to the
extent secured by a Lien on, or trust over, any Property of Borrower; and (iii)
such other matters, events, conditions or contingencies as to which Lender
reasonably determines reserves should be established from time to time
hereunder.

                 1.1.2    Use of Proceeds.  The Revolving Credit Loans shall be
                          ---------------
used solely for the purchase by Borrower of Eligible Accounts from Providers,
representing obligations of Third Party Payors to make payments to Providers
under Receivables Acquisition Agreements, advances by Borrower against Eligible
Accounts of Providers, representing obligations of Third Party Payors to make
payments to Providers under Receivables Loan Agreements and for Borrower's
general operating needs (including Distributions permitted by this Agreement),
in a manner consistent with the provisions of this Agreement and all applicable
laws.

                                      -2-
<PAGE>

SECTION 2. INTEREST, FEES AND CHARGES

     2.1  Interest.
          --------

               2.1.1  Revolving Credit Interest:
                      -------------------------

               (a)    Rate Options. At the time of each Revolving Credit Loan
                      ------------
under the Revolving Credit Facility, and thereafter from time to time, Borrower
shall have the right, subject to the terms and conditions of this Agreement and
provided no Event of Default has occurred and is continuing, to designate to
Lender in writing that all, or a portion of the Revolving Credit Loans shall
bear interest at either the (i) Revolving Credit LIBOR Rate or (ii) Revolving
Credit Base Rate. Interest on each portion thereof shall accrue and be paid at
the time and rate applicable to the respective option selected by Borrower or
otherwise governing under the terms of this Agreement. If for any reason the
Revolving Credit LIBOR Rate option is unavailable, the Revolving Credit Base
Rate shall apply. The rate of interest on Revolving Credit Base Rate Loans shall
increase or decrease by an amount equal to any increase or decrease in the Base
Rate effective as of the opening of business on the day that any such change in
the Base Rate occurs.

               (b)    Revolving Credit LIBOR Rate Option:
                      ----------------------------------

                      (i)  Requests. Provided no Event of Default has occurred
                           --------
and is continuing, and subject to the provisions of this Section 2.1.1 (a)(i),
if Borrower desires to have the Revolving Credit LIBOR Rate apply to all or a
portion of the Revolving Credit Loans, Borrower shall give Lender a written
irrevocable request no later than 11:00 A.M. Eastern time on the second (2nd)
Business Day prior to the requested borrowing date specifying (i) the date the
Revolving Credit LIBOR Rate shall apply (which shall be a Business Day), (ii)
the LIBOR Interest Period, and (iii) the amount to be subject to the Revolving
Credit LIBOR Rate provided that such amount shall be an integral multiple of
$500,000. In no event may Borrowers have outstanding at any time LIBOR Rate
Loans with more than three (3) different LIBOR Interest Periods.

                      (ii)  LIBOR Interest Periods. Revolving Credit LIBOR Rate
                            ----------------------
Loans shall be selected by Borrower for a LIBOR Interest Period; provided,
however, that if the LIBOR Interest Period would otherwise end on a day which
shall not be a London Business Day, such LIBOR Interest Period shall be
shortened or extended to the immediately preceding or next succeeding London
Business Day as is the Bank's custom in the market to which such Revolving
Credit LIBOR Rate Loan relates. All accrued and unpaid interest on a Revolving
Credit LIBOR Rate Loan shall be repaid in full on the day the applicable LIBOR
Rate Period expires. Interest shall also be due and payable, for a Revolving
Credit LIBOR Rate Loan having a LIBOR Interest Period of 6 months on the day of
such 6 month period that would have been the last day of such period if such 6
month period were a 3 month period. No LIBOR Interest Period with respect to the
Revolving Credit may end after the Revolving Credit Maturity Date. Subject to
all of the terms and conditions applicable to a request to convert all or a
portion of the Revolving Credit Base Rate Loans to a Revolving Credit LIBOR Rate
Loan, Borrower may extend a Revolving Credit LIBOR Rate Loan as of the last day
of the LIBOR Interest Period to a new Revolving Credit LIBOR Rate Loan. If
Borrower fails to notify the Lender of the LIBOR Interest Period for a
subsequent Revolving Credit LIBOR Rate Loan at least two (2) Business Days prior
to the last day of the then current LIBOR Interest Period of an outstanding
Revolving Credit LIBOR Rate Loan, then such outstanding Revolving

                                      -3-
<PAGE>

Credit LIBOR Rate Loan shall, at the end of the applicable LIBOR Interest
Period, accrue interest at the Revolving Credit Base Rate.

                      (iii)  Adjustments. The Adjusted LIBOR Rate may be
                             -----------
automatically adjusted by Lender on a prospective basis to take into account the
additional or increased cost of maintaining any necessary reserves for
Eurodollar deposits or increased costs due to changes in applicable law or
regulation or the interpretation thereof occurring subsequent to the
commencement of the then applicable LIBOR Interest Period, including but not
limited to changes in tax laws (except changes of general applicability in
corporate income tax laws) and changes in the reserve requirements imposed by
the Board of Governors of the Federal Reserve System (or any successor or other
applicable governing body), excluding the Reserve Percentage and any Reserve
which has resulted in a payment pursuant to Section 2.12 below, that increase
the cost to Lender of funding the Revolving Credit LIBOR Rate Loan. Lender shall
promptly give Borrower notice of such a determination and adjustment, which
determination shall be prima facie evidence of the correctness of the fact and
the amount of such adjustment.

                      (iv)   Unavailability. If Borrower shall have requested
                             --------------
the rate based on the Adjusted LIBOR Rate in accordance with this Section
2.1.1(a)(i) and Lender shall have determined, in good faith, that Eurodollar
deposits equal to the amount of the principal of the requested Revolving Credit
LIBOR Rate Loan and for the LIBOR Interest Period specified are unavailable, or
that the rate based on the Adjusted LIBOR Rate will not adequately and fairly
reflect the cost of the Adjusted LIBOR Rate applicable to the specified LIBOR
Interest Period, of making or maintaining the principal amount of the requested
Revolving Credit LIBOR Rate Loan during the LIBOR Interest Period specified, or
that by reason of circumstances affecting Eurodollar markets, adequate means do
not exist for ascertaining the rate based on the Adjusted LIBOR Rate applicable
to the specified LIBOR Interest Period, Lender shall promptly give notice of
such determination to Borrower that the rate based on the Adjusted LIBOR Rate is
not available. A determination, in good faith, by Lender hereunder shall be
prima facie evidence of the correctness of the fact and amount of such
additional costs or unavailability. Upon such a determination, (i) the
obligation to convert to, or maintain a Revolving Credit LIBOR Rate Loan at the
rate based on the Adjusted LIBOR Rate shall be suspended until Lender shall have
notified Borrower that such conditions shall have ceased to exist, and (ii) the
portion of the Revolving Credit Loans subject to the request or requested
conversion shall accrue interest at the Revolving Credit Base Rate.

               2.1.2  Default Rate of Interest. Upon and after the occurrence of
                      ------------------------
an Event of Default, and during the continuation thereof, the principal amount
of all Loans shall bear interest at a rate per annum equal to 2.0% above the
interest rate otherwise applicable thereto (the "Default Rate").

               2.1.3  Maximum Interest.  In no event whatsoever shall the
                      ----------------
aggregate of all amounts deemed interest hereunder and charged or collected
pursuant to the terms of this Agreement exceed the highest rate permissible
under any law which a court of competent jurisdiction shall, in a final
determination, deem applicable hereto.  If any provisions of this Agreement are
in contravention of any such law, such provisions shall be deemed amended to
conform thereto.

     2.2  Computation of Interest and Fees.  Interest, unused line fees and
          --------------------------------
collection charges hereunder shall be calculated daily and shall be computed on
the actual number of days elapsed over a year of 360 days.  For the purpose only
of computing interest hereunder (and not for the purpose of determining the
principal balance outstanding within the meaning of Section 1.1.1 hereof), all
items of payment received

                                      -4-
<PAGE>

by Lender shall be deemed applied by Lender on account of the Obligations
(subject to final payment of such items) on the second day after receipt by
Lender of fully collected funds from the Dominion Account.

     2.3  Commitment Fee.  Borrower shall pay to Lender a commitment fee equal
          --------------
to $200,000.  Such Commitment Fee shall be fully earned and non-refundable on
the Closing Date.

     2.4  Unused Line Fee.  Commencing on the first day of the first month
          ---------------
immediately following the Closing Date, Borrower shall pay to Lender a monthly
fee equal to 1/12th of .5% of the average amount by which the Facility Cap
exceeds the average amount of the outstanding principal balance of the Revolving
Credit Loans during the preceding month.  The unused line fee shall be payable
monthly in arrears on the first day of each calendar month thereafter.  Borrower
shall be responsible for the unused line fees earned by Lender during the month
of November, 1996 on account of the availability of the HPF Existing Line of
Credit and the HP Del Existing Line of Credit, as well as the portion of the
unused line fee which will be earned by Lender during the portion of November,
1996 for which this Agreement shall control.

     2.5  Collection Charges.  If items of payment are received by Lender at a
          ------------------
time when there are no Revolving Credit Loans outstanding, such items of payment
shall be subject to a collection charge equal to 2 days' interest on the amount
thereof at the Base Rate, which collection charges shall be payable on the first
Business Day of each month.

     2.6  Audit Fees.  Borrower shall pay to Lender audit fees in accordance
          ----------
with Lender's current schedule of fees in effect from time to time in connection
with audits of Borrower's books and records and such other matters as Lender
shall reasonably deem appropriate, plus all out-of-pocket expenses incurred by
Lender in connection with such audits.  Audit fees shall be payable on the first
day of the month following the date of issuance by Lender of a request for
payment thereof to Borrower;

     2.7  Reimbursement of Expenses.  If, at any time or times regardless of
          -------------------------
whether or not an Event of Default has occurred, Lender incurs legal expenses or
any other out-of-pocket costs or expenses in connection with (i) the negotiation
and preparation of this Agreement or any of the other Loan Documents, any
amendment of or modification of this Agreement or any of the other Loan
Documents; (ii) to the extent deemed reasonably necessary by Lender, the
administration of this Agreement or any of the other Loan Documents and the
transactions contemplated hereby and thereby; (iii) any litigation, contest,
dispute, suit, proceeding or action (whether instituted by Lender, Borrower or
any other Person) in any way relating to the Collateral, this Agreement or any
of the other Loan Documents or Borrower's affairs; (iv) any attempt to enforce
any rights of Lender against Borrower or any other Person which may be obligated
to Lender by virtue of this Agreement or any of the other Loan Documents,
including, without limitation, the Providers or the  Account Debtors; or (v) any
attempt to protect, preserve, restore, collect, sell, liquidate or otherwise
dispose of or realize upon the Collateral; then all such legal and other out-of-
pocket costs and expenses of Lender shall be charged to Borrower; provided
                                                                  --------
however, that Borrower is obligated to reimburse Lender for out-of-pocket
-------
attorney and other legal fees and related expenses incurred by Lender in
connection with the preparation and negotiation of this Agreement and the
initial closing of the transactions contemplated herein on the Closing Date only
in amounts not exceeding $30,000 in the aggregate.  All amounts chargeable to
Borrower under this Section 2.7 shall be Obligations secured by all of the
Collateral, shall be payable on demand to Lender, and shall bear interest from
the date such demand is made until paid in full at the Base Rate. Borrower shall
also reimburse Lender for expenses incurred by Lender in its administration of
the Collateral to the extent and in the manner provided in Section 6 hereof.

                                      -5-
<PAGE>

     2.8  Bank Charges.  Borrower shall pay to Lender, on demand, any and all
          ------------
reasonable fees, costs or expenses which Lender or any Participating Lender pays
to a bank or other similar institution (including, without limitation, any fees
paid by Lender to any Participating Lender) arising out of or in connection with
(i) the forwarding to Borrower or any other Person on behalf of Borrower, by
Lender or any Participating Lender, of proceeds of loans made by Lender to
Borrower pursuant to this Agreement and (ii) the depositing for collection, by
Lender or any Participating Lender, of any check or item of payment received or
delivered to Lender or any Participating Lender on account of the Obligations.

     2.9  Indemnity re: LIBOR.  Borrower hereby indemnifies Lender and holds
          -------------------
Lender harmless from and against any and all losses or expenses that Lender may
sustain or incur as a consequence of any prepayment or any Default by Borrower
in the payment of the principal of or interest on any LIBOR Rate Loan or failure
by Borrower to complete a borrowing of, a prepayment of or conversion of or to a
LIBOR Rate Loan after notice thereof has been given, including (but not limited
to) any interest payable by Lender to lenders of funds obtained by it in order
to make or maintain its LIBOR Rate Loans hereunder, and any other loss or
expense incurred by Lender by reason of the liquidation or reemployment of
deposits or other funds acquired by Lender to make, continue, convert into or
maintain, a LIBOR Rate Loan.

SECTION 3.    LOAN  ADMINISTRATION.

     3.1  Manner of Borrowing Revolving Credit Loans.  Borrowings under the
          ------------------------------------------
credit facility established pursuant to Section 1 hereof shall be as follows:

               3.1.1  Loan Requests.  A request for a Revolving Credit Loan
                      -------------
shall be made, or shall be deemed to be made, in the following manner:  (i)
Borrower may give Lender notice of its intention to borrow, in which notice
Borrower shall specify the amount of the proposed borrowing and the proposed
borrowing date, no later than 11:00 a.m. Eastern time on the proposed borrowing
date, provided, however, that no such request may be made at a time when there
      --------
exists an Event of Default; and (ii) the becoming due of any amount required to
be paid under this Agreement, whether as interest or for any other Obligation,
shall be deemed irrevocably to be a request for a Revolving Credit Loan on the
due date in the amount required to pay such interest or other Obligation.  As an
accommodation to Borrower, Lender may permit telephonic requests for loans and
electronic transmittal of instructions, authorizations, agreements or reports to
Lender by Borrower.  Unless Borrower specifically directs Lender in writing not
to accept or act upon telephonic or electronic communications from Borrower,
Lender shall have no liability to Borrower for any loss or damage suffered by
Borrower as a result of Lender's honoring of any requests, execution of any
instructions, authorizations or agreements or reliance on any reports
communicated to it telephonically or electronically and purporting to have been
sent to Lender by Borrower and Lender shall have no duty to verify the origin of
any such communication or the authority of the person sending it.

               3.1.2  Disbursement.  Borrower hereby irrevocably authorizes
                      ------------
Lender to disburse the proceeds of each Revolving Credit Loan requested, or
deemed to be requested, pursuant to this subsection 3.1.2 as follows:  (i) the
proceeds of each Revolving Credit Loan requested under subsection 3.1.1(i) shall
be disbursed by Lender in lawful money of the United States of America in
immediately available funds, in the case of the initial borrowing, in accordance
with the terms of the written disbursement letter from Borrower, and in the case
of each subsequent borrowing, by wire transfer to such bank account as may be
agreed upon by Borrower and Lender from time to time or elsewhere if pursuant to
a written direction from Borrower; and (ii) the proceeds of each Revolving
Credit Loan requested under
                                      -6-
<PAGE>

subsection 3.1.1(ii) shall be disbursed by Lender by way of direct payment of
the relevant interest or other Obligation.

               3.1.3  Authorization.  Borrower hereby irrevocably authorizes
                      -------------
Lender, in Lender's sole discretion, to advance to Borrower, and to charge to
Borrower's Loan Account hereunder as a Revolving Credit Loan, a sum sufficient
to pay all interest accrued on the Obligations during the immediately preceding
month and to pay all costs, fees and expenses at any time owed by Borrower to
Lender hereunder.

     3.2  Payments. Except where evidenced by notes or other instruments issued
          --------
or made by Borrower to Lender specifically containing payment provisions which
are in conflict with this Section 3.2 (in which event the conflicting provisions
of said notes or other instruments shall govern and control), the Obligations
shall be payable as follows:

               3.2.1  Principal.  Principal payable on account of Revolving
                      ---------
Credit Loans shall be payable by Borrower to Lender immediately upon the
earliest of (i) the receipt by Lender or Borrower of any proceeds of any of the
Collateral, to the extent of said proceeds, (ii) the occurrence of an Event of
Default in consequence of which Lender elects to accelerate the maturity and
payment of the Obligations, or (iii) termination of this Agreement pursuant to
Section 4 hereof; provided, however, that if an Overadvance shall exist at any
                  --------  -------
time, Borrower shall, on demand, repay the Overadvance.

               3.2.2  Interest. Interest accrued on the Revolving Credit Loans
                      --------
shall be due on the earliest of (i) the first calendar day of each month (for
the immediately preceding month), computed through the last calendar day of the
preceding month, (ii) the occurrence of an Event of Default in consequence of
which Lender elects to accelerate the maturity and payment of the Obligations or
(iii) termination of this Agreement pursuant to Section 4 hereof.

               3.2.3  Costs, Fees and Charges. Costs, fees and charges payable
                      -----------------------
pursuant to this Agreement shall be payable by Borrower as and when provided in
Section 2 hereof, to Lender or to any other Person designated by Lender in
writing.

               3.2.4  Other Obligations. The balance of the Obligations
                      -----------------
requiring the payment of money, if any, shall be payable by Borrower to Lender
as and when provided in this Agreement, the Other Agreements or the Security
Documents, or on demand, whichever is later.

     3.3  Prepayments.  No portion of the LIBOR Rate Loans may be prepaid during
          -----------
a LIBOR Interest Period unless Borrower first satisfies in full its obligations
under Section 2.9 above arising from such prepayment.

     3.4  Application of Payments and Collections.  All items of payment
          ---------------------------------------
received by Lender by 2:00 p.m., Eastern time, on any Business Day shall be
deemed received on that Business Day.  All items of payment received after 2:00
p.m., Eastern time, on any Business Day shall be deemed received on the
following Business Day.  Subject to Section 2.2 hereof, payments deemed received
shall be applied immediately on account of the Obligations.  Borrower
irrevocably waives the right to direct the application of any and all payments
and collections at any time or times hereafter received by Lender from or on
behalf of Borrower, and Borrower does hereby irrevocably agree that Lender shall
have the continuing exclusive right to apply and reapply any and all such
payments and collections received at any time or

                                      -7-
<PAGE>

times hereafter by Lender or its agent against the Obligations, in such manner
as Lender may deem advisable, notwithstanding any entry by Lender upon any of
its books and records. If as the result of collections of Accounts as authorized
by subsection 6.2.6 hereof a credit balance exists in the Loan Account, such
credit balance shall not accrue interest in favor of Borrower, but shall be
available to Borrower at any time or times.

     3.5  All Loans to Constitute One Obligation.  The Loans shall constitute
          --------------------------------------
one general Obligation of Borrower, and shall be secured by Lender's Lien upon
all of the Collateral.

     3.6  Loan Account.  Lender shall enter all Loans as debits to the Loan
          ------------
Account and shall also record in the Loan Account all payments made by Borrower
on any Obligations and all proceeds of Collateral which are finally paid to
Lender, and may record therein, in accordance with customary accounting
practice, other debits and credits, including interest and all charges and
expenses properly chargeable to Borrower.

     3.7  Statements of Account.  Lender will account to Borrower monthly with a
          ---------------------
statement of Loans, charges and payments made pursuant to this Agreement, and
such account rendered by Lender shall be deemed final, binding and conclusive
upon Borrower unless Lender is notified by Borrower in writing to the contrary
within 30 days of the date each accounting is mailed to Borrower.  Such notice
shall only be deemed an objection to those items specifically objected to
therein.

SECTION 4. TERM AND TERMINATION

     4.1  Term of Agreement.  Subject to Lender's right to cease making Loans to
          -----------------
Borrower upon or after the occurrence and during the continuance of any Event of
Default, this Agreement shall be in effect through and including March 9, 1998
(the "Original Term"), and this Agreement shall automatically renew itself for
one-year periods thereafter (the "Renewal Terms"), unless terminated as provided
in Section 4.2 hereof.

     4.2  Termination.
          -----------

                    4.2.1 Termination by Lender.  Upon at least 6 months prior
                          ---------------------
written notice to Borrower, Lender may terminate this Agreement as of the last
day of the Original Term or the then current Renewal Term and, subject to
Section 10 hereof, Lender may terminate this Agreement without notice upon or
after the occurrence of an Event of Default.  Lender may also terminate this
Agreement on 6 months' prior written notice to Borrower in the event that any
one of the following individuals: John K. Delaney, Ethan D. Leder and Edward P.
Nordberg, shall cease to be the senior management of Borrower or Guarantor.

                    4.2.2 Termination by Borrower.  Upon at least 75 days prior
                          -----------------------
written notice to Lender, Borrower may, at its option, terminate this Agreement;
provided, however, no such termination shall be effective until Borrower has
--------  -------
paid all of the Obligations in immediately available funds.  Any notice of
termination given by Borrower shall be irrevocable unless Lender otherwise
agrees in writing, and Lender shall have no obligation to make any Loans on or
after the termination date stated in such notice. Borrower may elect to
terminate this Agreement in its entirety only. No section of this Agreement or
type of Loan available hereunder may be terminated singly.

                                      -8-
<PAGE>

               4.2.3  Termination Charges. At the effective date of termination
                      -------------------
of this Agreement by Borrower pursuant to Section 4.2.2 hereof, Borrower shall
pay to Lender (in addition to the then outstanding principal, accrued interest
and other charges owing under the terms of this Agreement and any of the other
Loan Documents) as liquidated damages for the loss of the bargain and not as a
penalty, an amount equal to 2.0% of the average outstanding principal balance of
the Revolving Credit Loans during the previous 12 months (including the period
when the HPF Existing Line of Credit and the HP Del Existing Line of Credit were
in effect) if termination occurs during the first 12-month period of the
Original Term (November 27, 1996 through November 26, 1997); and 1.0% of the
average outstanding principal balance of the Revolving Credit Loans during the
previous 12 months if termination occurs during the second 12-month period of
the Original Term (November 27, 1997 through November 26, 1998). If termination
occurs on the last day of the Original Term or the last day of any Renewal Term,
no termination charge shall be payable.

               4.2.4  Effect of Termination. All of the Obligations shall be
                      ---------------------
immediately due and payable upon the termination date stated in any notice of
termination of this Agreement. All undertakings, agreements, covenants,
warranties and representations of Borrower contained in the Loan Documents shall
survive any such termination and Lender shall retain its Liens in the Collateral
and all of its rights and remedies under the Loan Documents notwithstanding such
termination until Borrower has paid the Obligations to Lender, in full, in
immediately available funds, together with the applicable termination charge, if
any. Notwithstanding the payment in full of the Obligations, Lender shall not be
required to terminate its security interests in the Collateral unless, with
respect to any loss or damage Lender may incur as a result of dishonored checks
or other items of payment received by Lender from Borrower or any Account Debtor
and applied to the Obligations, Lender shall, at its option, (i) have received a
written agreement, executed by Borrower and by any Person whose loans or other
advances to Borrower are used in whole or in part to satisfy the Obligations,
indemnifying Lender from any such loss or damage; or (ii) have retained such
monetary reserves and Liens on the Collateral for such period of time as Lender,
in its reasonable discretion, may deem necessary to protect Lender from any such
loss or damage.

SECTION 5.    SECURITY INTERESTS

     5.1  Security Interest in Collateral.  To secure the prompt payment and
          -------------------------------
performance to Lender of the Obligations, Borrower hereby grants to Lender a
continuing Lien upon all of Borrower's assets, including all of the following
Property and interests in Property of Borrower, whether now owned or existing or
hereafter created, acquired or arising and wheresoever located:

             (i)    Accounts;

             (ii)   General Intangibles;

             (iii)  Deposit Accounts;

             (iv)   All monies and other Property of any kind now or at any time
     or times hereafter in the possession or under the control of Lender or a
     bailee or Affiliate of Lender;

             (v)    All of Borrower's rights under each Receivables Acquisition
     Agreement, all sums due to Borrower thereunder, and any security interests,
     guarantees or other

                                      -9-
<PAGE>

     collateral received by Borrower from a Provider in connection with such
     Receivables Acquisition Agreement and each Receivables Loan Agreement;

             (vi) All accessions to, substitutions for and all replacements,
     products and cash and non-cash proceeds of (i) through (v) above,
     including, without limitation, proceeds of and unearned premiums with
     respect to insurance policies insuring any of the Collateral; and

             (vii)  All books and records (including, without limitation,
     customer lists, credit files, computer programs, print-outs, and other
     computer materials and records) of Borrower pertaining to any of (i)
     through (v) above.

     5.2  Lien Perfection; Further Assurances.  Borrower shall execute such UCC-
          -----------------------------------
1 financing statements as are required by the Code and such other instruments,
assignments or documents as are necessary to perfect Lender's Lien upon any of
the Collateral and shall take such other action at Lender's request as may be
required to perfect or to continue the perfection of Lender's Lien upon the
Collateral.  Unless prohibited by applicable law, Borrower hereby authorizes
Lender to execute and file any such financing statement on Borrower's behalf.
The parties agree that a carbon, photographic or other reproduction of this
Agreement shall be sufficient as a financing statement and may be filed in any
appropriate office in lieu thereof.  At Lender's request, Borrower shall also
promptly execute or cause to be executed and shall deliver to Lender any and all
documents, instruments and agreements reasonably deemed necessary by Lender to
give effect to or carry out the terms or intent of the Loan Documents.

     5.3  Confirmation of Existing Liens.  Borrower confirms and acknowledges
          ------------------------------
the continuing Lien granted by HPF and HP Del to Lender in the Collateral
pledged to Lender under the Existing Financing Agreements, the obligations under
which are expressly assumed by Borrower and constitute Obligations for all
purposes hereof.

SECTION 6.   COLLATERAL ADMINISTRATION

     6.1  General
          -------

                    6.1.1 Location of Collateral.  All Collateral other than
                          ----------------------
Deposit Accounts and certain billing and collection records which are maintained
at the offices of a Provider or its agent will at all times be kept by Borrower
at its Chief Executive Office as set forth in Exhibit B hereto and shall not,
                                              ---------
without the prior written approval of Lender, be moved therefrom.

                    6.1.2 Protection of Collateral.  All expenses of protecting
                          ------------------------
and maintaining the Collateral, any and all excise, property, sales, and use
taxes imposed by any state, federal, or local authority on any of the Collateral
or in respect of the purchase or collection thereof shall be borne and paid by
Borrower.  If Borrower fails to promptly pay any portion thereof when due,
Lender may, at its option, but shall not be required to, pay the same and charge
Borrower therefor.  Lender shall not be liable or responsible in any way for the
safekeeping of any of the Collateral or for any loss or damage thereto (except
for reasonable care in the custody thereof while any Collateral is in Lender's
actual possession) or for any diminution in the value thereof, or for any act or
default of any warehouseman, carrier, forwarding agency, or other person
whomsoever, but the same shall be at Borrower's sole risk.

                                      -10-
<PAGE>

     6.2  Administration of Accounts.
          --------------------------

                    6.2.1 Records, Schedules and Assignments of Accounts.
                          ----------------------------------------------
Borrower shall keep accurate and complete records of its Accounts and all
payments and collections thereon and shall submit to Lender on such periodic
basis as Lender shall request a sales and collections report for the preceding
period, in form reasonably satisfactory to Lender.  On or before the fifteenth
day of each month from and after the date hereof, Borrower shall deliver to
Lender, in form reasonably acceptable to Lender, a detailed aged trial balance
of all Accounts existing as of the last day of the preceding month, specifying
the names, addresses, face value, dates of invoices and due dates for each Third
Party Payor obligated on an Account so listed ("Schedule of Accounts"), and,
upon Lender's request therefor, copies of proof of purchase of such Accounts
from the Providers, proof that the payments due to the Provider in connection
with such purchase have been made and the original copy of all documents,
including, without limitation, repayment histories and present status reports
relating to the Accounts so scheduled and such other matters and information
relating to the status of then existing Accounts as Lender shall reasonably
request. Borrower shall also provide Lender with similar information with
respect to Accounts sold to or contributed to Wisconsin Circle Funding
Corporation.  In the event that Accounts having an aggregate initial purchase
price in excess of $10,000 within any Batch(s) become ineligible because they
fall within one of the specified categories of ineligibility set forth in the
definition of Eligible Accounts, then Borrower shall notify Lender of such
occurrence on the first Business Day following such occurrence and the Borrowing
Base shall thereupon be adjusted to reflect such occurrence.  If requested by
Lender, Borrower shall execute and deliver to Lender formal written assignments
of all of its Accounts weekly or daily, which shall include all Accounts that
have been created since the date of the last assignment.

                    6.2.2 Discounts, Allowances, Disputes.  If Borrower or, to
                          -------------------------------
Borrower's knowledge, any Provider  grants any discounts, allowances or credits
that are not reflected in the calculation of Fair Reimbursable Value for the
Account involved, Borrower shall report such discounts, allowances or credits,
as the case may be, to Lender as part of the next required Schedule of Accounts.
If any amounts due and owing in excess of $10,000 with respect to any Batch are
in dispute between Borrower and any Account Debtor, Borrower shall provide
Lender with written notice thereof at the time of submission of the next
Schedule of Accounts, explaining in detail the reason for the dispute, all
claims related thereto and the amount in controversy.  Upon and after an
acceleration of the Loans by Lender, Lender shall have the right to settle or
adjust all disputes and claims directly with the Account Debtor and to
compromise the amount or extend the time for payment of the Accounts upon such
terms and conditions as Lender may deem advisable, and to charge the
deficiencies, costs and expenses thereof, including attorney's fees, to
Borrower.

                    6.2.3 Taxes.  If an Account includes a charge for any tax
                          -----
payable to any governmental taxing authority, Lender is authorized, in its sole
discretion, to pay the amount thereof to the proper taxing authority for the
account of Borrower and to charge Borrower therefor, provided, however that
Lender shall not be liable for any taxes to any governmental taxing authority
that may be due by Borrower.

                    6.2.4 Account Verification.  Whether or not an Event of
                          --------------------
Default has occurred, any of Lender's officers, employees or agents shall have
the right, at any time or times hereafter, in the name of Lender, any designee
of Lender or Borrower, to verify the validity, amount or any other matter
relating to any Accounts by mail, telephone, telegraph or otherwise. Lender
shall use its best efforts to assure that the exercise of such right does not
interfere with the conduct of Borrower's business.

                                      -11-
<PAGE>

Borrower shall cooperate fully with Lender in an effort to facilitate and
promptly conclude any such verification process.

                    6.2.5 Maintenance of Dominion Account.  Borrower shall
                          -------------------------------
maintain a Dominion Account pursuant to a lockbox arrangement acceptable to
Lender with Bank One Arizona, N.A., d/b/a Bank Star, or such other banks as may
be selected by Borrower and be acceptable to Lender.  Borrower shall issue to
any such banks an irrevocable letter of instruction directing such banks to
deposit all payments or other remittances received in the lockbox to the
Dominion Account for application on account of the Obligations.  All funds
deposited in the Dominion Account shall immediately become the property of
Lender, and Borrower shall obtain the agreement by such banks in favor of Lender
to waive any offset rights against the funds so deposited.  Lender assumes no
responsibility for such lockbox arrangement, including, without limitation, any
claim of accord and satisfaction or release with respect to deposits accepted by
any bank thereunder.  Borrower shall require each Provider to direct all Account
Debtors to remit payment on Accounts directly to the lockbox or the Dominion
Account.  Notwithstanding anything in this Agreement to the contrary, Borrower
may permit the Provider to have access to a separate lockbox to which payments
by Medicare/Medicaid Account Debtors may be made, to the extent required by
applicable law.  Any such funds received in such other lockbox shall be swept
daily and deposited into the Dominion Account.

                    6.2.6 Collection of Accounts, Proceeds of Collateral.  To
                          ----------------------------------------------
expedite collection, Borrower shall endeavor in the first instance to make
collection of its Accounts for Lender.  All remittances received by Borrower on
account of Accounts, together with the proceeds of any other Collateral, shall
be held as Lender's property by Borrower as trustee of an express trust for
Lender's benefit and Borrower shall immediately deposit same in kind in the
Dominion Account.  Lender retains the right at all times after the occurrence
and during the continuance of an Event of Default to notify Account Debtors that
Accounts have been assigned to Lender and to collect Accounts directly in its
own name and to charge the collection costs and expenses, including attorneys'
fees to Borrower.

     6.3  Payment of Charges.  All amounts chargeable to Borrower under Section
          ------------------
6 hereof shall be Obligations secured by all of the Collateral, shall be payable
on demand and shall bear interest from the date such advance was made until paid
in full at the rate applicable to Revolving Credit Loans from time to time.

SECTION 7.     REPRESENTATIONS AND WARRANTIES

     7.1  General Representations and Warranties.  To induce Lender to enter
          --------------------------------------
into this Agreement and to make advances hereunder, Borrower warrants,
represents and covenants to Lender that:

                    7.1.1 Organization and Qualification.  Borrower is a
                          ------------------------------
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware.  Borrower is duly qualified and is authorized to do
business and is in good standing in each state or jurisdiction listed on Exhibit
                                                                         -------
C hereto and in all other states and jurisdictions where the character of its
-
Properties or the nature of its activities make such qualification necessary
unless such failure does not have a Material Adverse Effect.

                    7.1.2 Power and Authority.  Borrower is duly authorized and
                          -------------------
empowered to enter into, execute, deliver and perform this Agreement and each of
the other Loan Documents to which it

                                      -12-
<PAGE>

is a party. The execution, delivery and performance of this Agreement and each
of the other Loan Documents have been duly authorized by all necessary corporate
action and do not and will not (i) require any consent or approval of the
shareholders of Borrower; (ii) contravene Borrower's Articles of Incorporation
or By-laws; (iii) violate, or cause Borrower to be in default under, any
provision of any law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award in effect having applicability to Borrower; (iv)
result in a breach of or constitute a default under any indenture or loan or
credit agreement or any other agreement, lease or instrument to which Borrower
is a party or by which it or its Properties may be bound or affected; or (v)
result in, or require, the creation or imposition of any Lien (other than
Permitted Liens) upon or with respect to any of the Properties now owned or
hereafter acquired by Borrower.

                    7.1.3 Legally Enforceable Agreement.  This Agreement is, and
                          -----------------------------
each of the other Loan Documents when delivered under this Agreement will be, a
legal, valid and binding obligation of Borrower enforceable against it in
accordance with its respective terms.

                    7.1.4 Capital Structure.  Exhibit D hereto states the
                          -----------------   ---------
correct name of Borrower's Affiliates and the nature of the affiliation.  There
are no outstanding options to purchase from Borrower, or any rights or warrants
to subscribe for, or any commitments or agreements of Borrower to issue or sell,
or any obligations of Borrower convertible into, Securities of Borrower other
than Wisconsin Circle Funding Corporation.

                    7.1.5 Corporate Names.  Borrower has not been known as or
                          ---------------
used any fictitious or trade names except those listed on Exhibit E hereto.
                                                          ---------
Except as set forth on Exhibit E, Borrower has not been the surviving entity of
                       ---------
a merger or consolidation or acquired all or substantially all of the assets of
any Person.

                    7.1.6 Business Locations; Agent for Process.  Borrower's
                          -------------------------------------
chief executive office and other places of business are as listed on Exhibit B
                                                                     ---------
hereto.  During the preceding one-year period, Borrower has not had an office,
place of business or agent for service of process other than as listed on
Exhibit B.
---------

                    7.1.7 Title to Properties; Priority of Liens.  Borrower has
                          --------------------------------------
good title to all of the Collateral and all of its other Property (subject to
applicable limitations on the ability of Borrower to receive direct payment as
assignee from a Medicare/Medicaid Account Debtor), in each case, free and clear
of all Liens except Permitted Liens.  Borrower has paid or discharged all lawful
claims which, if unpaid, might become a Lien against any of Borrower's
Properties that is not a Permitted Lien.  The Liens granted to Lender under
Section 5 hereof are first priority Liens, subject only to Permitted Liens.

                    7.1.8 Accounts.  Lender may rely, in determining which
                          --------
Accounts are Eligible Accounts, on all statements and representations made by
Borrower with respect to any Account or Accounts.  Unless otherwise indicated in
writing to Lender, with respect to each Account, to the best of Borrower's
knowledge after due investigation consistent with past practices of Borrower:

                    (i)   It is genuine and in all respects what it purports to
     be, and it is not evidenced by a judgment;

                                      -13-
<PAGE>

          (ii)   It arises out of a completed, bona fide sale and delivery of
                                               ---- ----
goods or rendition of services by a Provider in the ordinary course of its
business and in accordance with the terms and conditions of all purchase orders,
contracts, certification, participation, certificate of need, Third Party Payor
contract or other documents relating thereto and forming a part of the contract
between the Provider and the Third Party Payor;

          (iii)  It is for a liquidated amount;

          (iv)   Such Account to the extent of the Fair Reimbursable Value, and
Lender's security interest therein, is not, and will not (by voluntary act or
omission of Borrower) be in the future, subject to any offset, Lien, deduction,
defense, dispute, counterclaim or any other adverse condition, and each such
Account is absolutely owing to Borrower and is not contingent in any respect or
for any reason;

          (v)    Borrower has made no agreement with any Account Debtor
thereunder for any extension, compromise, settlement or modification of any such
Account or any deduction therefrom, except discounts or allowances which are
granted by a Provider in the ordinary course of its business for prompt payment
and which are reflected in the calculation of the net amount of each respective
invoice related thereto, or which do not reduce the balance due on such Account
below the Fair Reimbursable Value for such Account and which are reflected in
the Schedules of Accounts submitted to Lender pursuant to subsection 6.2.1
hereof;

          (vi)   There are no facts, events or occurrences which in any way
impair the validity or enforceability of any Accounts or tend to reduce the
amount payable thereunder to less than the Fair Reimbursable Value with respect
thereto;

          (vii)  To the best of Borrower's knowledge, the Third Party Payor
thereunder (1) had the capacity to contract at the time any contract or other
document giving rise to the Account was executed and (2) such Third Party Payor
is Solvent;

          (viii) To the best of Borrower's knowledge, there are no proceedings
or actions which are threatened or pending against any Third Party Payor
thereunder which might result in any material adverse change in the
collectibility of such Account;

          (ix)   It has been or will promptly be billed and forwarded to a
Medicare/Medicaid Account Debtor or Third Party Payor for payment in accordance
with applicable laws and compliance and conformance with any and all requisite
procedures, requirements and regulations governing payment by such
Medicare/Medicaid Account Debtor or Third Party Payor with respect to such
Account, and such Account if due from a Medicare/Medicaid Account Debtor is
properly payable directly to the Provider from which Borrower purchased such
Account by such Medicare/Medicaid Account Debtor or if due from any other Third
Party Payor is properly payable directly to Borrower in accordance with the
terms and conditions of a validly existing and legally binding certification,
participation or other third party payor contract;

          (x)    Each Eligible Provider has obtained and currently has all
Certificates of Need and Medicare and Medicaid Provider Numbers as are necessary
to operate its business.  Each Eligible Provider's Certificates of Need,
Provider Numbers and all written agreements between each

                                      -14-
<PAGE>

     Eligible Provider and any Medicare/Medicaid Account Debtor or other
     commercial payor, hospital, pharmacy, or managed-care payor regarding
     payment for goods sold and services rendered by any Eligible Provider to
     such Third Party Payor will be forwarded upon request to Borrower. All cost
     reports required to be filed by an Eligible Provider with such third party
     payors have been properly filed.

                    7.1.9 Financial Statements; Fiscal Year.  An opening balance
                          ---------------------------------
sheet of Borrower, as of November 27, 1996, will be prepared in accordance with
GAAP, and will present fairly the financial position of Borrower at such date
and will be delivered to Lender within ten (10) business days after the date
hereof.

                    7.1.10       Full Disclosure. The financial statements
                                 ---------------
referred to in subsection 7.1.9 hereof do not, nor does this Agreement and any
other written statement of Borrower to Lender, taken as a whole, contain any
untrue statement of a material fact or omit a material fact necessary to make
the statements contained therein or herein not misleading at the time the
statements were made. There is no fact which Borrower has failed to disclose to
Lender in writing which materially affects adversely or, so far as Borrower can
now foresee, will materially affect adversely the Properties, business,
prospects, profits or condition (financial or otherwise) of Borrower or the
ability of Borrower or its Subsidiaries to perform this Agreement or the other
Loan Documents.

                    7.1.11       Solvent Financial Condition. Borrower is and,
                                 ---------------------------
after giving effect to the Loans to be made hereunder, at all times will be,
Solvent.

                    7.1.12       Surety Obligations. Borrower is not obligated
                                 ------------------
as surety or indemnitor under any surety or similar bond or other contract
issued or entered into any agreement to assure payment, performance or
completion of performance of any undertaking or obligation of any Person.

                    7.1.13       Taxes. Borrower's federal tax identification
                                 -----
number is 52-1844418. Borrower has filed all federal, state and local tax
returns and other reports it is required by law to file and has paid, or made
provision for the payment of, all taxes, assessments, fees, levies and other
governmental charges upon it, its income and Properties as and when such taxes,
assessments, fees, levies and charges that are due and payable, unless and to
the extent any thereof are being actively contested in good faith and by
appropriate proceedings and Borrower maintains reasonable reserves on its books
therefor. The provision for taxes on the books of Borrower is adequate for all
years not closed by applicable statutes, and for its current fiscal year.

                    7.1.14       Brokers. Borrower has not engaged any broker or
                                 -------
finder or committed to pay, and is not aware of, any claims for brokerage
commissions, finder's fees or investment banking fees in connection with the
transactions contemplated by this Agreement other than the fee of Kent M.
Klineman, which is the sole obligation and responsibility of Borrower.

                    7.1.15       Patents, Trademarks, Copyrights and Licenses.
                                 --------------------------------------------
Borrower owns or possesses all the patents, trademarks, service marks, trade
names, copyrights and licenses necessary for the present and planned future
conduct of its business without any known conflict with the rights of others.
All such patents, trademarks, service marks, trade names, copyrights, licenses
and other similar rights are listed on Exhibit G hereto.
                                       ---------

                                      -15-
<PAGE>

          7.1.16           Governmental Consents.  Borrower has, and is in good
                           ---------------------
standing with respect to, all governmental consents, approvals, licenses,
authorizations, permits, certificates, inspections and franchises necessary to
continue to conduct its business as heretofore or proposed to be conducted by it
and to own or lease and operate its Properties as now owned or leased by it,
except where the failure to comply would not have a Material Adverse Effect.

          7.1.17           Compliance with Laws.  Borrower has duly complied
                           --------------------
with, and its Properties, business operations and leaseholds are in compliance
in all material respects with, the provisions of all federal, state and local
laws, rules and regulations applicable to Borrower, as applicable, its
Properties or the conduct of its business and there have been no citations,
notices or orders of noncompliance issued to Borrower under any such law, rule
or regulation, except where the failure so to comply would not have a Material
Adverse Effect.

          7.1.18           Restrictions.  Borrower is not a party or subject to
                           ------------
any contract, agreement, or charter or other corporate restriction, which
materially and adversely affects its business or the use or ownership of any of
its Properties.  Borrower is not a party or subject to any contract or agreement
which restricts its right or ability to incur Indebtedness, other than as set
forth on Exhibit H hereto, none of which prohibit the execution of or compliance
         ---------
with this Agreement or the other Loan Documents by Borrower, as applicable.

          7.1.19           Litigation.  Except as set forth on Exhibit I hereto,
                           ----------                          ---------
there are no actions, suits, proceedings or investigations pending, or to the
knowledge of Borrower, threatened, against or affecting Borrower, or the
business, operations, Properties, profits or condition of Borrower taken as a
whole.  Borrower is not in default with respect to any order, writ, injunction,
judgment, decree or rule of any court, governmental authority or arbitration
board or tribunal.

          7.1.20           No Defaults.  No event has occurred and no condition
                           -----------
exists which would, upon or after the execution and delivery of this Agreement
or Borrower's performance hereunder, constitute a Default or an Event of
Default.  Borrower is not in default, and no event has occurred and no condition
exists which constitutes, or which with the passage of time or the giving of
notice or both would constitute, a default in the payment of any Indebtedness to
any Person for Money Borrowed.

          7.1.21           Leases.  Exhibit J hereto is a complete listing of
                           ------   ---------
all capitalized leases of Borrower and Exhibit K hereto is a complete listing of
                                       ---------
all operating leases of Borrower.  Borrower is in full compliance with all of
the terms of each of its respective capitalized and operating leases, except
where the failure so to comply would not have a Material Adverse Effect.

          7.1.22           Pension Plans.  Except as disclosed on Exhibit L
                           -------------                          ---------
hereto, Borrower has no Plan.  Borrower is in full compliance with the
requirements of ERISA and the regulations promulgated thereunder with respect to
each Plan.  No fact or situation that could result in a material adverse change
in the financial condition of Borrower or any of its Subsidiaries exists in
connection with any Plan.  Borrower has no withdrawal liability in connection
with a Multiemployer Plan.

          7.1.23           Trade Relations.  There exists no actual or
                           ---------------
threatened termination, cancellation or limitation of, or any modification or
change in, the business relationship between Borrower and any Provider or any
group of Providers whose business with Borrower, individually

                                      -16-
<PAGE>

or in the aggregate are material to the business of Borrower, or with any
material supplier, and there exists no present condition or state of facts or
circumstances which would materially affect adversely Borrower or prevent
Borrower from conducting such business after the consummation of the transaction
contemplated by this Agreement in substantially the same manner in which it has
heretofore been conducted.

                    7.1.24  Labor Relations. Except as described on Exhibit M
                            ---------------                         ---------
hereto, Borrower is not a party to any collective bargaining agreement. There
are no material grievances, disputes or controversies with any union or any
other organization of Borrower's employees, or threats of strikes, work
stoppages or any asserted pending demands for collective bargaining by any union
or organization.

     7.2  Continuous Nature of Representations and Warranties.  Each
          ---------------------------------------------------
representation and warranty contained in this Agreement and the other Loan
Documents shall be continuous in nature and shall remain in all material
respects accurate, complete and not misleading at all times during the term of
this Agreement, except for changes that Lender has consented to or which are not
expressly prohibited by this Agreement.

     7.3  Survival of Representations and Warranties.  All representations and
          ------------------------------------------
warranties of Borrower contained in this Agreement or any of the other Loan
Documents shall survive the execution, delivery and acceptance thereof by Lender
and the parties thereto and the closing of the transactions described therein or
related thereto.

SECTION 8.    COVENANTS AND CONTINUING AGREEMENTS

     8.1  Affirmative Covenants.  During the term of this Agreement, and
          ---------------------
thereafter for so long as there are any Obligations to Lender, Borrower
covenants that, unless otherwise consented to by Lender in writing, it shall:

                    8.1.1   Visits and Inspections.  Permit representatives of
                            ----------------------
Lender, from time to time, as often as may be reasonably requested, but only
during normal business hours and so as not to unreasonably disrupt the operation
of Borrower's business operations, to visit and inspect the Properties of
Borrower and accompany Borrower on any visit or inspection of any Provider, and
to inspect, audit and make extracts from its books and records, and discuss with
its officers, its employees and its independent accountants, Borrower's or any
Provider's business, assets, liabilities, financial condition, business
prospects and results of operations.  Borrower shall give Lender 3 Business Days
prior notice of any scheduled due diligence visit to any new Provider to permit
Lender or its representative to accompany Borrower on such visit.

                    8.1.2   Notices.  Promptly notify Lender in writing of the
                            -------
occurrence of any event or the existence of any fact which renders any
representation or warranty in this Agreement or any of the other Loan Documents
inaccurate, incomplete or misleading.

                    8.1.3   Financial Statements. Keep adequate records and
                            --------------------
books of account with respect to its business activities in which proper entries
are made in accordance with GAAP reflecting all its financial transactions; and
cause to be prepared and furnished to Lender the following (all to be prepared
in accordance with GAAP applied on a consistent basis, unless Borrower's
certified public accountants concur in any change therein and such change is
disclosed to Lender and is consistent with GAAP):

                                      -17-
<PAGE>

                (i)   not later than 90 days after the close of each fiscal year
     of Borrower, unqualified audited financial statements of Guarantor and its
     Subsidiaries (including Borrower) as of the end of such year, on a
     Consolidated and consolidating basis, certified by the firm of Ernst &
     Young, L.L.P. of Washington, D.C. or any other firm of independent
     certified public accountants of recognized standing selected by Borrower
     but acceptable to Lender (except for a qualification for a change in
     accounting principles with which the accountant concurs);

                (ii)  not later than 20 days after the end of each month
     hereafter, including the last month of Borrower's fiscal year, unaudited
     interim financial statements of Borrower as of the end of such month and of
     the portion of Borrower's financial year then elapsed, certified by the
     principal financial officer of Borrower as prepared in accordance with GAAP
     and fairly presenting the financial position and results of operations of
     Borrower for such month and period subject only to changes from audit and
     year-end adjustments and except that such statements need not contain
     notes;

                (iii) promptly after the sending or filing thereof, as the case
     may be, copies of any proxy statements, financial statements or reports
     which Borrower has made available to its partners and copies of any
     regular, periodic and special reports or registration statements which
     Borrower files with the Securities and Exchange Commission or any
     governmental authority which may be substituted therefor, or any national
     securities exchange;

                (iv)  promptly after the filing thereof, copies of any annual
     report to be filed in accordance with ERISA in connection with each Plan;
     and

                (v)   such other data and information (financial and otherwise)
     as Lender, from time to time, may reasonably request, bearing upon or
     related to the Collateral or Borrower's financial condition or results of
     operations.

          Concurrently with the delivery of the financial statements described
in clause (i) of this subsection 8.1.3, Borrower shall forward to Lender a copy
of the accountants' letter to Guarantor's management that is prepared in
connection with such financial statements and also shall cause to be prepared
and shall furnish to Lender a certificate of the aforesaid certified public
accountants certifying to Lender that, based solely upon their examination of
the financial statements of Guarantor performed in connection with their
examination of said financial statements, they are not aware of any Default or
Event of Default, or, if they are aware of such Default or Event of Default,
specifying the nature thereof, and acknowledging, in a manner satisfactory to
Lender, that they are aware that Lender is relying on such financial statements
in making its decisions with respect to the Loans.  Concurrently with the
delivery of the financial statements described in clauses (i) and (ii) of this
subsection 8.1.3, or more frequently if requested by Lender, Borrower shall
cause to be prepared and furnished to Lender a Compliance Certificate in the
form of Exhibit N hereto executed by the Chief Financial Officer of Borrower.
        ---------

                8.1.4 Landlord and Storage Agreements.  Provide Lender with
                      -------------------------------
copies of all agreements between Borrower and any landlord of any premises at
which any books and records or other Collateral may, from time to time, be kept.

                8.1.5 Projections.  No later than 30 days prior to the end
                      -----------
of each fiscal year of Borrower, deliver to Lender Projections of Borrower for
the forthcoming fiscal year, month by month.

                                      -18-
<PAGE>

                8.1.6 Medicare and Medicaid Audits. Obtain for each Eligible
                      ----------------------------
Provider and, upon request, make available to Lender a copy of any Medicare and
Medicaid audit.

                8.1.7 Settlement and Confirmation Statement. Borrower shall
                      -------------------------------------
provide Lender with the Settlement and Confirmation Statement in the form
attached hereto as Exhibit Q for each Batch purchased by Borrower which shall
include an identification number for such Batch, a detailed listing of each
Account, the Fair Reimbursable Value therefor and the amount of the initial
advance made by Borrower to the Provider to purchase such Account.

                8.1.8 Batch Reporting.  Borrower shall provide Lender with
                      ---------------
weekly investment summaries in form and substance acceptable to Lender showing
the number of days each Batch has been outstanding since its purchase date or
since the date of the advance secured by such Batch, if applicable.  Borrower
shall provide Lender with a copy of all of the Receivables Acquisition
Agreements or Receivables Loan Agreements, as applicable, for each Eligible
Provider and all other UCC filings, UCC searches and other instruments,
documents and agreements executed and delivered by such Provider to Borrower and
shall permit all of such documents, instruments and agreements to be reviewed by
Lender's outside legal counsel upon Lender's request.

                8.1.9 Fair Reimbursable Value.  If, as a result of any
                      -----------------------
verification procedure undertaken by Lender in accordance with Section 6.2.4 or
8.1.8, Lender determines that there is a material question as to the adequacy or
accuracy of the methodology used to determine Fair Market Value with respect to
a Provider, then Lender may at Borrower's cost and expense obtain a consultant
to independently review the adequacy and accuracy of the Fair Reimbursable Value
or the independent verifier retained by Borrower to determine the Fair
Reimbursable Value.


     8.2  Negative Covenants.  During the term of this Agreement, and thereafter
          ------------------
for so long as there are any Obligations to Lender, Borrower covenants that,
unless Lender has first consented thereto in writing, it will not:

                8.2.1 Mergers; Consolidations; Acquisitions.  Merge or
                      -------------------------------------
consolidate with any Person; or acquire all or any substantial part of the
Property of any Person.

                8.2.2 Loans. Make any loans or other advances of money (other
                      -----
than for salary, travel advances, advances against commissions and other similar
advances in the ordinary course of business) to any Person other than (i)
advances to Providers pursuant to a Receivables Acquisition Agreement, (ii)
loans to Providers secured by accounts receivable of such Providers, and (iii)
loans to Providers secured by real estate, equipment and other assets of such
Providers in an amount not to exceed in the aggregate at any one time 25% of
Borrower's Net Worth.

                8.2.3 Total Indebtedness. Create, incur, assume, or suffer to
                      ------------------
exist any Indebtedness, except:

                (i)   Obligations owing to Lender;

                                      -19-
<PAGE>

                (ii)   accounts payable to trade creditors and current operating
     expenses (other than for Money Borrowed) which are not aged more than 120
     days from billing date or more than 30 days from the due date, in each case
     incurred in the ordinary course of business and paid within such time
     period, unless the same are being actively contested in good faith and by
     appropriate and lawful proceedings; and Borrower shall have set aside such
     reserves, if any, with respect thereto as are required by GAAP and deemed
     adequate by Borrower and its independent accountants;

                (iii)  Obligations to pay rentals with respect to leases
     permitted by subsection 8.2.12;

                (iv)   Permitted Purchase Money Indebtedness; and

                (v)    contingent liabilities arising out of endorsements of
     checks and other negotiable instruments for deposit or collection in the
     ordinary course of business.

                8.2.4  Affiliate Transactions.  Except as disclosed on any
                       ----------------------
Schedule hereto, enter into, or be a party to any transaction with any Affiliate
of Borrower, including any shareholder or any Provider, except in the ordinary
course of and pursuant to the reasonable requirements of Borrower's business and
upon fair and reasonable terms which are fully disclosed to Lender and are no
less favorable to Borrower than Borrower would obtain in a comparable arm's
length transaction with a Person not an Affiliate or  shareholder of Borrower.

                8.2.5  Limitation on Liens.  Create or suffer to exist any
                       -------------------
Lien upon any of its Property, income or profits, whether now owned or hereafter
acquired, except:

                (i)    Liens at any time granted in favor of Lender;

                (ii)   Liens for taxes (excluding any Lien imposed pursuant to
     any of the provisions of ERISA) not yet due, or being contested in the
     manner described in subsection 7.1.13 hereto, but only if in Lender's
     judgment such Lien does not adversely affect Lender's rights or the
     priority of Lender's Lien in the Collateral or with respect to Liens for
     taxes imposed against the Provider which sold any Accounts to Borrower,
     provided that such Account shall not be an Eligible Account;

                (iii)  Liens arising in the ordinary course of Borrower's
     business by operation of law or regulation, but only if payment in respect
     of any such Lien is not at the time required and such Liens do not, in the
     aggregate, materially detract from the value of the Property of Borrower or
     materially impair the use thereof in the operation of Borrower's business;

                (iv)   Purchase Money Liens securing Permitted Purchase Money
     Indebtedness;

                (v)    such other Liens as appear on Exhibit O hereto; and
                                                     ---------

                (vi)   such other Liens as Lender may hereafter approve in
     writing.

                                      -20-
<PAGE>

                8.2.6   Subordinated Debt. Make any payment of any part or all
                        -----------------
of any Subordinated Debt or take any other action or omit to take any other
action in respect of any Subordinated Debt, except in accordance with any
Subordination Agreement relative thereto.

                8.2.7   Distributions.  Declare or make any Distributions, if
                        -------------
after taking such Distribution into account an Event of Default or Defaults
shall have occurred.

                8.2.8   Capital Expenditures. Make Capital Expenditures
                        --------------------
(including, without limitation, by way of capitalized leases) in excess of
$100,000 in the aggregate during the Original Term and any Renewal Term.

                8.2.9   Disposition of Assets. Sell, lease or otherwise dispose
                        ---------------------
of any of, or permit any Subsidiary of Borrower to sell, lease or otherwise
dispose any of, its Properties, including any disposition of Property as part of
a sale and leaseback transaction, to or in favor of any Person, except (i)
dispositions expressly authorized by this Agreement, (ii) occurring in the
ordinary course of Borrower's business, and (iii) prior to the occurrence of an
Event of Default, the sale of all of the Eligible Accounts of a Provider for a
cash purchase price equal to or greater than that portion of the Borrowing Base
allocable to such Eligible Accounts.

                8.2.10  Stock of Subsidiaries. Form any Subsidiaries other than
                        ---------------------
Wisconsin Circle Funding Corporation.

                8.2.11  Restricted Investment. Make or have, or permit any
                        ---------------------
Subsidiary of Borrower to make or have, any Restricted Investments at any one
time with an aggregate cost greater than 25% of Borrower's Net Worth.

                8.2.12  Leases. Become a lessee under any operating lease of
                        ------
Property in excess of $150,000 in any calendar year.

                8.2.13  Tax Consolidation. File or consent to the filing of any
                        -----------------
consolidated income tax return with any Person other than a Subsidiary of
Borrower or Guarantor.

                8.2.14  Certificates of Need. Consent to allow any Eligible
                        --------------------
Provider to amend, alter or suspend or terminate or make provisional in any
material way, any Certificate of Need or Provider Number or third party payor
contract of such Eligible Provider without prior written notice to Lender.

                8.2.15  Receivables Acquisition Agreements. Amend or modify in
                        ----------------------------------
any material respect the terms of any Receivables Acquisition Agreement or
Receivables Loan Agreement in effect with a Provider without Lender's prior
written consent.

     8.3  Specific Financial Covenants.  During the term of this Agreement, and
          ----------------------------
thereafter for so long as there are any Obligations to Lender, Borrower
covenants that, unless otherwise consented to by Lender in writing, it shall:

                                      -21-
<PAGE>

          8.3.1 Minimum Adjusted Tangible Net Worth. Maintain at all times
Adjusted Tangible Net Worth of not less than the amount shown below for the
period corresponding thereto:

             Period
             ------
Amount
------

          Closing Date and at all times thereafter                   $5,000,000


          8.3.2  Debt to Adjusted Tangible Net Worth Ratio.  Maintain at all
                 -----------------------------------------
times a ratio of Debt to Adjusted Tangible Net Worth of not more than the ratio
shown below for the period corresponding thereto:

             Period                                                       Ratio
             ------                                                       -----

          Closing Date and at all times thereafter                        3 to 1


          8.3.3  Cash Flow.  Achieve cumulative Cash Flow during the Original
                 ---------
Term and all Renewal Terms which is not less than negative $1,000,000 (i.e., not
worse than a cumulative cash deficit after the Closing Date of $1,000,000).

SECTION 9.    CONDITIONS PRECEDENT

          Notwithstanding any other provision of this Agreement or any of the
other Loan Documents, and without affecting in any manner the rights of Lender
under the other sections of this Agreement, Lender shall not be required to make
any Loan under this Agreement unless and until each of the following conditions
has been and continues to be satisfied:

     9.1  Documentation.  Lender shall have received, in form and substance
          -------------
satisfactory to Lender and its counsel, a duly executed copy of this Agreement,
the Surety Agreement and the other Loan Documents, together with such additional
certificates as Lender and its counsel shall reasonably require not otherwise
inconsistent with the express provisions of this Agreement and the other Loan
Documents in connection therewith from time to time, all in form and substance
reasonably satisfactory to Lender and its counsel.

     9.2  No Default.  No Event of Default shall exist.
          ----------

     9.3  Other Loan Documents.  Each of the conditions precedent set forth in
          --------------------
the other Loan Documents shall have been satisfied.

     9.4  Equity.  Lender shall have received evidence satisfactory to it that
          ------
not less than a total of $5,000,000 in cash has been contributed as equity to
the capital of Borrower.

     9.5  Availability.  Lender shall have determined that immediately after
          ------------
Lender has made the initial Loan contemplated hereby, Aggregate Adjusted
Availability shall not be less than $1,000,000.

                                      -22-
<PAGE>

     9.6  No Litigation.  No action, proceeding, investigation, regulation or
          -------------
legislation shall have been instituted, threatened or proposed before any court,
governmental agency or legislative body to enjoin, restrain or prohibit, or to
obtain damages in respect of, or which is related to or arises out of this
Agreement or the consummation of the transactions contemplated hereby.

SECTION 10.  EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT

     10.1 Events of Default.  The occurrence of one or more of the following
          -----------------
events shall constitute an "Event of Default":

                10.1.1      Payment of Obligations. Borrower shall fail to pay
                            ----------------------
any of the Obligations on the due date thereof (whether due at stated maturity,
on demand, upon acceleration or otherwise).

                10.1.2      Misrepresentations. Any representation, warranty or
                            ------------------
other statement made or furnished to Lender by or on behalf of Borrower or
Guarantor in this Agreement, any of the other Loan Documents or any instrument,
certificate or financial statement furnished in compliance with or in reference
thereto proves to have been false in any material respect or misleading in any
material respect when made or furnished or when reaffirmed pursuant to Section
7.2 hereof.

                10.1.3      Breach of Specific Covenants. Borrower shall fail or
                            ----------------------------
neglect to perform, keep or observe any covenant contained in Sections 5.2,
6.1.1, 6.2.5, 6.2.6, or 8.2 (other than 8.2.2, 8.2.3, 8.2.4, 8.2.5, 8.2.7,
8.2.11 and 8.2.14) hereof on the date that Borrower is required to perform, keep
or observe such covenant or Borrower shall fail or neglect to perform, keep or
observe any covenant contained in Sections 8.1.3, 8.2.2, 8.2.5, 8.2.7, 8.2.11 or
8.2.14 hereof on the date that Borrower is required to perform, keep or observe
such covenant and the breach of such covenant is not cured to Lender's
reasonable satisfaction within 10 days after Borrower's receipt of notice of
such breach from Lender or the date on which such failure or neglect first
becomes known to any officer of Borrower.

                10.1.4      Breach of Other Covenants. Borrower shall fail or
                            -------------------------
neglect to perform, keep or observe in any material respect any covenant
contained in this Agreement (other than a covenant which is dealt with
specifically elsewhere in Section 10.1 hereof) and the breach of such other
covenant is not cured to Lender's reasonable satisfaction within 40 days after
Borrower's receipt of notice of such breach from Lender or the date on which
such failure or neglect first becomes known to any officer of Borrower.

                10.1.5      Default Under Security Documents/Other
                            --------------------------------------
Agreements/Purchase Documents.  Borrower shall default in any material respect
-----------------------------
in the performance or observance of any term, covenant, condition or agreement
contained in, any of the Security Documents; or the Other Agreements or any
Receivables Acquisition Agreement and such default is not cured to Lender's
reasonable satisfaction within 40 days after Borrower's receipt of notice of
such breach from Lender or the date on which such failure or neglect first
becomes known to any officer of Borrower.

                10.1.6      Other Defaults. There shall occur any default or
                            --------------
event of default on the part of Borrower under any agreement, document or
instrument to which Borrower is a party or by which Borrower or any of its
Property is bound, creating or relating to any Indebtedness (other than the
Obligations) if the payment or maturity of such Indebtedness is accelerated in
consequence of such

                                      -23-
<PAGE>

event of default or demand for payment of such Indebtedness is made and such
default or event of default is not cured to Lender's reasonable satisfaction
within 40 days after Borrower's receipt of notice of such breach from Lender or
the date on which such failure or neglect first becomes known to any officer of
Borrower.


                10.1.7      Adverse Changes. There shall occur any event or
                            ---------------
condition which results in a Material Adverse Effect.

                10.1.8      Insolvency and Related Proceedings.  Borrower or
                            ----------------------------------
Guarantor shall cease to be Solvent or shall suffer the appointment of a
receiver, trustee, custodian or similar fiduciary, or shall make an assignment
for the benefit of creditors, or any petition for an order for relief shall be
filed by or against Borrower or Guarantor under the Bankruptcy Code (and if
filed against Borrower, the continuation of such proceeding for more than 30
days), or Borrower or Guarantor shall make any offer of settlement, extension or
composition to their respective unsecured creditors generally.

                10.1.9      Business Disruption; Condemnation.  There shall
                            ---------------------------------
occur a cessation of a substantial part of the business of Borrower or Guarantor
for a period which significantly affects Borrower's or Guarantor's capacity to
continue its business, on a profitable basis; or Borrower or Guarantor shall
suffer the loss or revocation of any license or permit now held or hereafter
acquired by Borrower or Guarantor which is necessary to the continued or lawful
operation of its business and the loss thereof would have a Material Adverse
Effect; or Borrower shall be enjoined, restrained or in any way prevented by
court, governmental or administrative order from conducting all or any material
part of its business affairs; or any material lease or agreement pursuant to
which Borrower leases, uses or occupies any Property shall be canceled or
terminated by the other party to such lease or agreement prior to the expiration
of its stated term and the loss thereof would have a Material Adverse Effect; or
any part of the Collateral shall be taken through condemnation or the value of
such Property shall be impaired through condemnation.

                10.1.10     Change of Ownership.  HealthPartners Financial
                            -------------------
Corporation shall cease to be the sole shareholder of Borrower or John K.
Delaney, Ethan D. Leder and Edward P. Nordberg shall cease to own collectively
own at least fifteen percent (15%) of the issued and outstanding stock of
HealthPartners Financial Corporation at any time while all three of them are
actively involved in management of Borrower, or in the event that one of them
ceases to be active in the management of Borrower, the remaining individuals
active shall cease to own collectively ten percent (10%) of the issued and
outstanding stock of Borrower or if any two of them shall cease to be active in
the management of Borrower, the remaining individual active in the management of
Borrower shall cease to own individually five percent (5%) of the issued and
outstanding stock of HealthPartners Financial Corporation.

                10.1.11     Change of Management.  All of John K. Delaney,
                            --------------------
Ethan D. Leder and Edward P. Nordberg shall cease to be senior management of
Borrower and Guarantor.

                10.1.12     ERISA.  A Reportable Event shall occur which
                            -----
Lender, in its sole discretion, shall determine in good faith constitutes
grounds for the termination by the Pension Benefit Guaranty Corporation of any
Plan or for the appointment by the appropriate United States district court of a
trustee for any Plan, or if any Plan shall be terminated or any such trustee
shall be requested or appointed, or if Borrower is in "default" (as defined in
Section 4219(c)(5) of ERISA) with respect to payments to a

                                      -24-
<PAGE>

Multiemployer Plan resulting from Borrower's complete or partial withdrawal from
such Plan and such Reportable Event is not cured to Lender's reasonable
satisfaction within 40 days after Borrower's receipt of notice of such breach
from Lender or the date on which such failure or neglect first becomes known to
any officer of Borrower.

                10.1.13   Challenge to Agreement.  Borrower or any Affiliate of
                          ----------------------
Borrower, shall challenge or contest in any action, suit or proceeding the
validity or enforceability of this Agreement, or any of the other Loan
Documents, including with limitation, the Surety Agreement, the legality or
enforceability of any of the Obligations or the perfection or priority of any
Lien granted to Lender in connection with this Agreement.

                10.1.14   Criminal Forfeiture. Borrower shall be criminally
                          -------------------
indicted or convicted under any law that could lead to a forfeiture of any
Property of Borrower, Guarantor or any Subsidiary of Borrower.

                10.1.15   Judgments. Any money judgment, writ of attachment or
                          ---------
similar process in excess of $250,000 is filed against Borrower or its Property
and is not fully bonded, vacated, stayed or discharged within 20 days, other
than any judgment against a Provider which attaches to Accounts purchased by
Borrower from such Provider and to sums due from Borrower to such Provider under
the Receivable Acquisition Agreement (which Accounts shall not be Eligible
Accounts).

     10.2 Acceleration of the Obligations.  Without in any way limiting the
          -------------------------------
right of Lender to demand payment of any portion of the Obligations payable on
demand in accordance with Section 3.2 hereof, upon or at any time after the
occurrence and during the continuance of an Event of Default, all or any portion
of the Obligations shall, at the option of Lender and without presentment,
demand protest or further notice by Lender, become at once due and payable and
Borrower shall forthwith pay to Lender, the full amount of such Obligations,
provided, that upon the occurrence of an Event of Default specified in
--------
subsections 10.1.8 hereof, all of the Obligations shall become automatically due
and payable without declaration, notice or demand by Lender.

     10.3 Other Remedies.  Upon and during the continuance of an Event of
          --------------
Default, Lender shall have and may exercise from time to time the following
rights and remedies:

                10.3.1    All of the rights and remedies of a secured party
under the Code or under other applicable law, and all other legal and equitable
rights to which Lender may be entitled, all of which rights and remedies shall
be cumulative and shall be in addition to any other rights or remedies contained
in this Agreement or any of the other Loan Documents, and none of which shall be
exclusive.

                10.3.2    The right to take immediate possession of the
Collateral, and to (i) require Borrower to assemble the Collateral, at
Borrower's expense, and make it available to Lender at a place designated by
Lender which is reasonably convenient to both parties, and (ii) enter any
premises where any of the Collateral shall be located and to keep and store the
Collateral on said premises until sold (and if said premises be the Property of
Borrower, Borrower agrees not to charge Lender for storage thereof).

                10.3.3    The right to sell or otherwise dispose of all or any
Collateral in its then condition, or after any further manufacturing or
processing thereof, at public or private sale or

                                      -25-
<PAGE>

sales, with such notice as may be required by law, in lots or in bulk, for cash
or on credit, all as Lender, in its sole discretion, may deem advisable.
Borrower agrees that 10 days written notice to Borrower of any public or private
sale or other disposition of Collateral shall be reasonable notice thereof, and
such sale shall be at such locations as Lender may designate in said notice.
Lender shall have the right to conduct such sales on Borrower's premises,
without charge therefor, and such sales may be adjourned from time to time in
accordance with applicable law. Lender shall have the right to sell, lease or
otherwise dispose of the Collateral, or any part thereof, for cash, credit or
any combination thereof, and Lender may purchase all or any part of the
Collateral at public or, if permitted by law, private sale and, in lieu of
actual payment of such purchase price, may set off the amount of such price
against the Obligations. The proceeds realized from the sale of any Collateral
may be applied, after allowing 2 Business Days for collection, first to the
costs, expenses and attorneys' fees incurred by Lender in collecting the
Obligations, in enforcing the rights of Lender under the Loan Documents and in
collecting, retaking, completing, protecting, removing, storing, advertising for
sale, selling and delivering any Collateral, second to the interest due upon any
of the Obligations; and third, to the principal of the Obligations. If any
deficiency shall arise, Borrower shall remain jointly and severally liable to
Lender therefor.

                10.3.4    Lender is hereby granted a license or other right to
use, without charge, Borrower's labels, patents, copyrights, rights of use of
any name, trade secrets, trade names, trademarks and advertising matter, or any
Property of a similar nature, as it pertains to the Collateral, solely for the
purpose of advertising for sale and selling any Collateral, and Borrower's
rights under all licenses and all franchise agreements shall inure to Lender's
benefit for such purpose.

     10.4 Remedies Cumulative; No Waiver.  All covenants, conditions,
          ------------------------------
provisions, warranties, guaranties, indemnities, and other undertakings of
Borrower contained in this Agreement and the other Loan Documents, or in any
document referred to herein or contained in any agreement supplementary hereto
or in any schedule or in any Guaranty Agreement given to Lender or contained in
any other agreement between Lender and Borrower, heretofore, concurrently, or
hereafter entered into, shall be deemed cumulative to and not in derogation or
substitution of any of the terms, covenants, conditions, or agreements of
Borrower herein contained.  The failure or delay of Lender to require strict
performance by Borrower of any provision of this Agreement or to exercise or
enforce any rights, Liens, powers, or remedies hereunder or under any of the
aforesaid agreements or other documents or security or Collateral shall not
operate as a waiver of such performance, Liens, rights, powers and remedies, but
all such requirements, Liens, rights, powers, and remedies shall continue in
full force and effect until all Loans and all other Obligations owing or to
become owing from Borrower to Lender shall have been fully satisfied.  None of
the undertakings, agreements, warranties, covenants and representations of
Borrower contained in this Agreement or any of the other Loan Documents and no
Event of Default by Borrower under this Agreement or any other Loan Documents
shall be deemed to have been suspended or waived by Lender, unless such
suspension or waiver is by an instrument in writing specifying such suspension
or waiver and is signed by a duly authorized representative of Lender and
directed to Borrower.

SECTION 11.  MISCELLANEOUS

     11.1 Power of Attorney.  Borrower hereby irrevocably designates, makes,
          -----------------
constitutes and appoints Lender (and all Persons designated by Lender) as
Borrower's true and lawful attorney (and agent-in-fact) with respect to the
Collateral and Lender, or Lender's agent, may, without notice to Borrower and in
either Borrower's or Lender's name, but at the cost and expense of Borrower:

                                      -26-
<PAGE>

                11.1.1    At such time or times upon or after the occurrence and
during the continuance of an Event of Default as Lender or said agent, in its
sole discretion, may determine, endorse Borrower's name on any checks, notes,
acceptances, drafts, money orders or any other evidence of payment or proceeds
of the Collateral which come into the possession of Lender or under Lender's
control.

                11.1.2    At such time or times upon or after the occurrence and
during the continuance of an Event of Default as Lender or its agent in its sole
discretion may determine: (i) demand payment of the Accounts from the Account
Debtors, enforce payment of the Accounts by legal proceedings or otherwise, and
generally exercise all of Borrower's rights and remedies with respect to the
collection of the Accounts; (ii) settle, adjust, compromise, discharge or
release any of the Accounts or other Collateral or any legal proceedings brought
to collect any of the Accounts or other Collateral; (iii) sell or assign any of
the Accounts and other Collateral upon such terms, for such amounts and at such
time or times as Lender deems advisable; (iv) take control, in any manner, of
any item of payment or proceeds relating to any Collateral; (v) prepare, file
and sign Borrower's name to a proof of claim in bankruptcy or similar document
against any Account Debtor or to any notice of lien, assignment or satisfaction
of lien or similar document in connection with any of the Collateral; (vi)
receive, open and dispose of all mail addressed to Borrower and notify postal
authorities to change the address for delivery thereof to such address as Lender
may designate; (vii) endorse the name of Borrower upon any of the items of
payment or proceeds relating to any Collateral and deposit the same to the
account of Lender on account of the Obligations; (viii) endorse the name of
Borrower upon any chattel paper, document, instrument, invoice, or similar
document or agreement relating to the Accounts, and any other Collateral; (ix)
use Borrower's stationery and sign the name of Borrower to verifications of the
Accounts and notices thereof to Account Debtors; (x) use the information
recorded on or contained in any data processing equipment and computer hardware
and software relating to the Accounts, and any other Collateral; (xi) make and
adjust claims under policies of insurance; and (xii) do all other acts and
things necessary, in Lender's determination, to fulfill Borrower's obligations
under this Agreement.

     11.2 Indemnity.  Except with respect to any gross negligence or willful
          ---------
misconduct on the part of Lender, Borrower hereby agrees to indemnify Lender and
hold Lender harmless from and against any liability, loss, damage, suit, action
or proceeding ever suffered or incurred by Lender (including reasonable
attorneys fees and legal expenses) as the result of Borrower's failure to
observe, perform or discharge Borrower's duties hereunder.  Except with respect
to any gross negligence or willful misconduct on the part of Lender, in
addition, Borrower shall defend Lender against and save it harmless from all
claims of any Person with respect to the Collateral.  Except with respect to any
gross negligence or willful misconduct on the part of Lender, without limiting
the generality of the foregoing, these indemnities shall extend to any claims
asserted against Lender by any Person under any Environmental Laws or similar
laws by reason of Borrower's or any other Person's failure to comply with laws
applicable to solid or hazardous waste materials or other toxic substances.
Notwithstanding any contrary provision in this Agreement, the obligation of
Borrower under this Section 11.2 shall survive the payment in full of the
Obligations and the termination of this Agreement.

     11.3 Modification of Agreement; Sale of Interest.  This Agreement may not
          -------------------------------------------
be modified, altered or amended, except by an agreement in writing signed by
Borrower and Lender. Borrower may not sell, assign or transfer any interest in
this Agreement, any of the other Loan Documents, or any of the Obligations, or
any portion thereof, including, without limitation, Borrower's rights, title,
interests, remedies, powers, and duties hereunder or thereunder. Borrower hereby
consents to Lender's participation, sale, assignment, transfer or other
disposition, at any time or times hereafter, of this

                                      -27-
<PAGE>

Agreement and any of the other Loan Documents, or of any portion hereof or
thereof, including, without limitation, Lender's rights, title, interests,
remedies, powers, and duties hereunder or thereunder (i) to any Affiliate of
Lender, or (ii) in connection with any sale, assignment, transfer or other
disposition of Lender's business or portfolio of loans of this type, or (iii) to
any other person provided that after such participation, sale, assignment,
transfer or other disposition, Lender retains at least a 25% interest in the
Loans; provided, however, if in connection with any sale, assignment, transfer
or other disposition of this Agreement and any of the other Loan Documents as
permitted in Section 11.3(ii) above, there is a change in the identity of the
group manager and loan administration manager of Lender with respect to
Borrower, then in such event within 60 days of such change Borrower may provide
Lender with notice of its intention to terminate this Agreement in accordance
with Section 4.2.2 and upon such termination, Borrower shall not be obligated to
pay the termination charges provided for in Section 4.2.3 of this Agreement. In
the case of an assignment, the assignee shall have, to the extent of such
assignment, the same rights, benefits and obligations as it would if it were
"Lender" hereunder and Lender shall be relieved of all obligations hereunder
upon any such assignments. Borrower agrees that it will use its best efforts to
assist and cooperate with Lender in any manner reasonably requested by Lender to
effect the sale of participations in or assignments of any of the Loan Documents
or any portion thereof or interest therein, including, without limitation,
assisting in the preparation of appropriate disclosure documents. Borrower
further agrees that Lender may disclose credit information regarding Borrower
and its Subsidiaries to any potential participant or assignee so long as such
person agrees in writing to maintain in confidence any information delivered to
it with respect to Borrower.

     11.4 Confidentiality.  For so long as any provision of this Agreement
          ---------------
remains in effect, Lender shall maintain confidential any and all information
relating to Borrower's business that was made available to Lender by Borrower
except (i) as permitted by Borrower from time to time; (ii) to Lender's
officers, employees, agents, advisors, and actual or prospective assignees or
participants so long as such agents, assignees or participants agree in writing
to maintain the confidentiality of such information; (iii) to the extent such
information is publicly available; (iv) to the extent Lender is required by law
to disclose such information or such disclosure is required by any regulator
having supervisory authority over Lender; or (v) to the extent Lender determines
in its reasonable discretion that the disclosure of such information is required
in order to permit Lender to administer the Loans or to exercise or enforce its
rights hereunder or under any of the other Loan Documents.

     11.5 Severability.  Wherever possible, each provision of this Agreement
          ------------
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, 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.

     11.6 Successors and Assigns.  This Agreement, the Other Agreements and the
          ----------------------
Security Documents shall be binding upon and inure to the benefit of the
successors and assigns of Borrower and Lender permitted under Section 11.3
hereof.

     11.7 Cumulative Effect; Conflict of Terms.  The provisions of the Other
          ------------------------------------
Agreements and the Security Documents are hereby made cumulative with the
provisions of this Agreement.  Except as otherwise provided in Section 3.2
hereof and except as otherwise provided in any of the other Loan Documents by
specific reference to the applicable provision of this Agreement, if any
provision contained

                                      -28-
<PAGE>

in this Agreement is in direct conflict with, or inconsistent with, any
provision in any of the other Loan Documents, the provision contained in this
Agreement shall govern and control.

     11.8 Execution in Counterparts.  This Agreement may be executed in any
          -------------------------
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which counterparts taken together shall constitute but one and the
same instrument.

     11.9 Notice.  Except as otherwise provided herein, all notices, requests
          ------
and demands to or upon a party hereto, to be effective, shall be in writing and
shall be sent by certified or registered mail, return receipt requested, by
personal delivery against receipt, by overnight courier or by facsimile and,
unless otherwise expressly provided herein, shall be deemed to have been validly
served, given or delivered immediately when delivered against receipt, one
Business Day after deposit in the mail, postage prepaid, or with an overnight
courier or, in the case of facsimile notice, when sent, addressed as follows:

          If to Lender:          Fleet Capital Corporation
                                        200 Glastonbury Boulevard
                                        Glastonbury, CT 06033
                                        Attention: Timothy Broderick, Senior
                                         Vice President
                                        Facsimile No.:  860-57-7759

          With a copy to:        Blank Rome Comisky & McCauley
                                        1200 Four Penn Center Plaza
                                        Philadelphia, PA  19103
                                        Attention:  Lawrence F. Flick, II, Esq.
                                        Facsimile No.:  215-569-5555

          If to Borrower:        HCFP Funding, Inc.
                                        2 Wisconsin Circle, Suite 320
                                        Chevy Chase, MD  20815
                                        Attention:  John K. Delaney, President
                                        Facsimile No.:  301-664-9860

          With a copy to:        Powell, Goldstein, Frazer & Murphy
                                        191 Peachtree Street, N.E.
                                        Atlanta, GA  30303
                                        Attention:  G. William Speer, Esquire
                                        Facsimile No.:  404-572-5953

or to such other address as each party may designate for itself by notice given
in accordance with this Section 11.9; provided, however, that any notice,
                                      --------  -------
request or demand to or upon Lender pursuant to subsection 3.1.1 or 4.2.2 hereof
shall be effective only upon receipt by Lender.

     11.10  Lender's Consent.  Whenever Lender's consent or approval is required
            ----------------
to be obtained under this Agreement, any of the Other Agreements or any of the
Security Documents as a condition to any action, inaction, condition or event,
except as otherwise provided herein, Lender shall be authorized to give or
withhold such consent or

                                      -29-
<PAGE>

approval in its sole and absolute discretion and to condition its consent or
approval upon the giving of additional collateral security for the Obligations,
the payment of money or any other matter.

     11.11  Credit Inquiries.  Borrower hereby authorizes and permits Lender to
            ----------------
respond to usual and customary credit inquiries from third parties concerning
Borrower or any of its Subsidiaries.

     11.12  Entire Agreement.  This Agreement and the other Loan Documents,
            ----------------
together with all other instruments, agreements and certificates executed by the
parties in connection therewith or with reference thereto, embody the entire
understanding and agreement between the parties hereto and thereto with respect
to the subject matter hereof and thereof and supersede all prior agreements,
understandings and inducements, whether express or implied, oral or written.

     11.13  Interpretation.  No provision of this Agreement or any of the other
            --------------
Loan Documents shall be construed against or interpreted to the disadvantage of
any party hereto by any court or other governmental or judicial authority by
reason of such party having or being deemed to have structured or dictated such
provision.

     11.14  GOVERNING LAW; CONSENT TO FORUM. THIS AGREEMENT HAS BEEN NEGOTIATED,
            -------------------------------
EXECUTED AND DELIVERED AT AND SHALL BE DEEMED TO HAVE BEEN MADE IN NEW YORK, NEW
YORK. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK: PROVIDED, HOWEVER, THAT IF ANY OF THE COLLATERAL
                               -------- -------
SHALL BE LOCATED IN ANY JURISDICTION OTHER THAN NEW YORK, THE LAWS OF SUCH
JURISDICTION SHALL GOVERN THE METHOD, MANNER AND PROCEDURE FOR FORECLOSURE OF
LENDER'S LIEN UPON SUCH COLLATERAL AND THE ENFORCEMENT OF LENDER'S OTHER
REMEDIES IN RESPECT OF SUCH COLLATERAL TO THE EXTENT THAT THE LAWS OF SUCH
JURISDICTION ARE DIFFERENT FROM OR INCONSISTENT WITH THE LAWS OF NEW YORK. AS
PART OF THE CONSIDERATION FOR NEW VALUE RECEIVED, AND REGARDLESS OF ANY PRESENT
OR FUTURE DOMICILE OR PRINCIPAL PLACE OF BUSINESS OF BORROWER OR LENDER,
BORROWER HEREBY CONSENTS AND AGREES THAT THE SUPREME COURT OF NEW YORK, NEW YORK
COUNTY, OR, AT LENDER'S OPTION, THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND
DETERMINE ANY CLAIMS OR DISPUTES BETWEEN BORROWER AND LENDER PERTAINING TO THIS
AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT. BORROWER
EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR
SUIT COMMENCED IN ANY SUCH COURT, AND BORROWER HEREBY WAIVES ANY OBJECTION WHICH
BORROWER MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR
FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR
----- --- ----------
EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. BORROWER HEREBY WAIVES
PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH
ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER
PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER AT THE
ADDRESS SET FORTH

                                      -30-
<PAGE>

IN THIS AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE
EARLIER OF BORROWER'S ACTUAL RECEIPT THEREOF OR 3 DAYS AFTER DEPOSIT IN THE U.S.
MAILS, PROPER POSTAGE PREPAID. NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR
OPERATE TO AFFECT THE RIGHT OF LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW, OR TO PRECLUDE THE ENFORCEMENT BY LENDER OF ANY JUDGMENT OR
ORDER OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO
ENFORCE SAME IN ANY OTHER APPROPRIATE FORUM OR JURISDICTION.

     11.15   WAIVERS BY BORROWER. BORROWER WAIVES (i) THE RIGHT TO TRIAL BY
             -------------------
JURY (WHICH LENDER HEREBY ALSO WAIVES) IN ANY ACTION, SUIT, PROCEEDING OR
COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO ANY OF THE LOAN DOCUMENTS,
THE OBLIGATIONS OR THE COLLATERAL: (ii) PRESENTMENT, DEMAND AND PROTEST AND
NOTICE OF PRESENTMENT, PROTEST, DEFAULT, NON PAYMENT, MATURITY, RELEASE,
COMPROMISE, SETTLEMENT, EXTENSION OR RENEWAL OF ANY OR ALL COMMERCIAL PAPER,
ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS CHATTEL PAPER AND GUARANTIES
AT ANY TIME HELD BY LENDER ON WHICH BORROWER MAY IN ANY WAY BE LIABLE AND HEREBY
RATIFIES AND CONFIRMS WHATEVER LENDER MAY DO IN THIS REGARD; (iii) NOTICE
(EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT) PRIOR TO TAKING POSSESSION
OR CONTROL OF THE COLLATERAL OR ANY BOND OR SECURITY WHICH MIGHT BE REQUIRED BY
ANY COURT PRIOR TO ALLOWING LENDER TO EXERCISE ANY OF LENDER'S REMEDIES; (iv)
THE BENEFIT OF ALL VALUATION, APPRAISEMENT AND EXEMPTION LAWS; AND (v) NOTICE OF
ACCEPTANCE HEREOF. BORROWER ACKNOWLEDGES THAT THE FOREGOING WAIVERS ARE A
MATERIAL INDUCEMENT TO LENDER'S ENTERING INTO THIS AGREEMENT AND THAT LENDER IS
RELYING UPON THE FOREGOING WAIVERS IN ITS FUTURE DEALINGS WITH BORROWER.
BORROWER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THE FOREGOING WAIVERS WITH
ITS LEGAL COUNSEL AND HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

                                      -31-
<PAGE>

     IN  WITNESS  WHEREOF,  this Agreement has been duly executed in New York as
of the day and year specified at the beginning of this Agreement.


ATTEST:                                  HCFP FUNDING, INC.
                                         ("Borrower")



_______________________________        By:_____________________________________
Secretary                                    Title:____________________________
CORPORATE SEAL


                                         Accepted in New York, New York:

                                         FLEET CAPITAL CORPORATION
                                         ("Lender")


                                       By:_____________________________________
                                       Title:__________________________________

                                      -32-
<PAGE>

                                  APPENDIX  A

                              GENERAL DEFINITIONS

          When used in the Loan and Security Agreement dated as of November 27,
1996, by and between Fleet Capital Corporation and HCFP Funding, Inc., the
following terms shall have the following meanings (terms defined in the singular
to have the same meaning when used in the plural and vice versa):

          Account Debtor - any Third Party Payor or other Person who is or may
          --------------
     become obligated under or on account of an Account.

          Accounts - all accounts, contract rights, chattel paper, instruments
          --------
     and documents, whether now owned or hereafter created or acquired by
     Borrower or in which and to the extent that Borrower now has or hereafter
     acquires any interest.

          Adjusted LIBOR Rate - For any LIBOR Interest Period, as applied to a
          -------------------
     Revolving Credit LIBOR Rate Loan the rate per annum (rounded upwards, if
     necessary to the next 1/16 of 1%) determined pursuant to the following
     formula:

          Adjusted Libor Rate =              Libor Rate
                                      ------------------------
                                      (1.00 - Reserve Percentage)

     For purposes hereof, "Libor Rate" shall mean the arithmetic average of the
     rates of interest per annum (rounded upwards, if necessary to the next 1/16
     of 1%) at which Bank is offered deposits of United States Dollars in the
     interbank eurodollar loan market on or about 2:00 P.M. New York time two
     (2) Business Days prior to the commencement of such LIBOR Interest Period
     on amounts substantially equal to the Revolving Credit LIBOR Rate Loan as
     to which Borrower may elect the Adjusted LIBOR Rate to be applicable with a
     maturity of comparable duration to the LIBOR Interest Period selected by
     Borrower, for such Revolving Credit LIBOR Rate Loan.

          Adjusted Net Earnings From Operations. With respect to any fiscal
          -------------------------------------
     period, means the net earnings (or loss) after provision for income taxes
     for such fiscal period of Borrower, as reflected on the financial statement
     of Borrower supplied to Lender pursuant to subsection 8.1.3 of the
     Agreement, but excluding:

                 (i)   any gain or loss arising from the sale of capital assets;

                 (ii)  any gain arising from any write-up of assets;

                 (iii) earnings of any Subsidiary of Borrower accrued prior to
     the date it became a Subsidiary;

                 (iv)  earnings of any corporation, substantially all the assets
     of which have been acquired in any manner by Borrower, realized by such
     corporation prior to the date of such acquisition;

                 (v)   net earnings of any business entity (other than a
     Subsidiary of Borrower) in which Borrower has an ownership interest unless
     such net earnings shall have actually been received by a Borrower in the
     form of cash distributions;
<PAGE>

                 (vi)   any portion of the net earnings of any Subsidiary of
Borrower which for any reason is unavailable for payment of dividends to
Borrower;

                 (vii)  the earnings of any Person to which any assets of
Borrower shall have been sold, transferred of disposed of, or into which
Borrower shall have merged, or been a party to any consolidation or other form
of reorganization, prior to the date of such transaction;

                 (viii) any gain arising from the acquisition of any Securities
of Borrower; and

                 (ix)   any gain arising from extraordinary or non-recurring
items.

     Adjusted Tangible Assets.  All assets except: (i) any surplus resulting
     ------------------------
from any write-up of assets subsequent to December 31, 1994; (ii) deferred
assets, other than prepaid insurance and prepaid taxes; (iii) patents,
copyrights, trademarks, trade names, non-compete agreements, franchises and
other similar intangibles; (iv) goodwill, including any amounts, however
designated on a Consolidated balance sheet of a Person or its Subsidiaries,
representing the excess of the purchase price paid for assets or stock over the
value assigned thereto on the books of such Person; (v) Restricted Investments;
(vi) unamortized debt discount and expense; (vii) assets located and notes and
receivables due from obligors outside of the United States of America; and
(viii) Accounts, notes and other receivables due from Affiliates or employees.

     Adjusted Tangible Net Worth.  At any date means a sum equal to:
     ---------------------------

                 (i)    the net book value (after deducting related
depreciation, obsolescence, amortization, valuation, and other proper reserves)
at which the Adjusted Tangible Assets of a Person would be shown on a balance
sheet at such date in accordance with GAAP, minus
                                            -----

                 (ii)   the amount at which such Person's liabilities (other
than capital stock and surplus) would be shown on such balance sheet in
accordance with GAAP, and including as liabilities all reserves for
contingencies and other potential liabilities.

     Affiliate - a Person (other than a Subsidiary):  (i) which directly or
     ---------
indirectly through one or more intermediaries controls, or is controlled by, or
is under common control with, a Person; (ii) which beneficially owns or holds 5%
or more of any class of the Voting Stock of a Person; or (iii) 5% or more of the
Voting Stock (or in the case of a Person which is not a corporation, 5% or more
of the equity interest) of which is beneficially owned or held by a Person or a
Subsidiary of a Person.

     Agreement - the Loan and Security Agreement referred to in the first
     ---------
sentence of this Appendix A, all Exhibits thereto and this Appendix A.

     Aggregate Adjusted Availability - an amount equal to (i) Availability minus
     -------------------------------                                       -----
(ii) all sums owed to Providers under the Receivable Acquisition Agreements that
are due and payable under such agreements as of the Closing Date or which are
outstanding beyond Borrower's normal practice of paying such sums to Providers.


                                      -2-
<PAGE>

     Availability - the amount of money which Borrower is entitled to borrow
     ------------
from time to time as Revolving Credit Loans, such amount being the difference
derived when the sum of the principal amount of Revolving Credit Loans then
outstanding (including any amounts which Lender may have paid for the account of
Borrower pursuant to any of the Loan Documents and which have not been
reimbursed by Borrower) is subtracted from the Borrowing Base. If the amount
outstanding is equal to or greater than the Borrowing Base, Availability is 0.

     Bank - Fleet National Bank.
     ----

     Base Rate - the rate of interest announced or quoted by Bank from time to
     ---------
time as its prime rate for commercial loans, whether or not such rate is the
lowest rate charged by Bank to its most preferred borrowers; and, if such prime
rate for commercial loans is discontinued by Bank as a standard, a comparable
reference rate designated by Bank as a substitute therefor shall be the Base
Rate.

     Batch.  A group of Accounts purchased from a Provider under the terms of a
     -----
Receivables Acquisition Agreement or securing advances to a Provider under the
terms of a Receivable Loan Agreement.

     Borrowing Base - as at any date of determination thereof, an amount equal
     --------------
to the lesser of:

                    (a) 90% of the Initial Payment (as defined in the
          Receivables Acquisition Agreement) amount actually advanced (or to be
          advanced with respect to the Initial Payment) by Borrower to a
          Provider to acquire Eligible Accounts or, in the case of loans to
          Providers, 90% of the amount actually loaned by Borrower to a
          Provider, which loans are secured by Eligible Accounts; and


                    (b) 65% of the Fair Reimbursable Value of Eligible Accounts.

     Business Day - any day excluding Saturday, Sunday and any day which is a
     ------------
legal holiday under the laws of the State of New York or is a day on which
banking institutions located in such state are closed.

     Capital Expenditures - expenditures made or liabilities incurred for the
     --------------------
acquisition of any fixed assets or improvements, replacements, substitutions or
additions thereto which have a useful life of more than one year, including the
total principal portion of Capitalized Lease Obligations.

     Cash Flow - for any period, means Borrower's (i) Adjusted Net Earnings from
     ---------
Operations for such period, plus (ii) depreciation and amortization expenses for
                            ----
such period, plus (iii) deferred taxes for such period, plus (iv) the net effect
             ----                                       ----
(even if negative) of FASB 106 minus (v) unfinanced capital expenditures and
                               -----
principal payments on account of long-term Indebtedness, all as determined in
accordance with GAAP.

     Capitalized Lease Obligation - any Indebtedness represented by obligations
     ----------------------------
under a lease that is required to be capitalized for financial reporting
purposes in accordance with GAAP.

                                      -3-
<PAGE>

     Closing Date - the date on which all of the conditions precedent in
     ------------
Section 9 of the Agreement are satisfied and the initial Loan is made under the
Agreement.

     Code - the Uniform Commercial Code as adopted and in force in the State of
     ----
New York, as from time to time in effect.

     Collateral - all of the Property and interests in Property described in
     ----------
Section 5 of the Agreement, and all other Property and interests in Property
that now or hereafter secure the payment and performance of any of the
Obligations.

     Consolidated - the consolidation in accordance with GAAP of the accounts or
     ------------
other items as to which such term applies.

     Debt to Adjusted Tangible Net Worth Ratio - with respect to any date, the
     -----------------------------------------
ratio of (i) Total Liabilities for such date to (ii) Adjusted Tangible Net Worth
for such date, all as determined in accordance with GAAP.

     Default - an event or condition the occurrence of which would, with the
     -------
lapse of time or the giving of notice, or both, become an Event of Default.

     Default Rate - as defined in subsection 2.1.2 of the Agreement.
     ------------

     Distribution - means and includes (i) payment of any funds to the
     ------------
shareholders of Borrower during any calendar month and (ii) the redemption or
acquisition of shares of Borrower's stock unless made contemporaneously from the
net proceeds of the sale or issuance of capital stock.

     Dominion Account - a special account of Lender established by Borrower
     ----------------
pursuant to the Agreement at Bank One or any other bank selected by Borrower,
but acceptable to Lender in its reasonable discretion, and over which Lender
shall have sole and exclusive access and control for withdrawal purposes.

     EBIT - with respect to any fiscal period, the sum of Borrower's
     ----
Consolidated net earnings (or loss) before interest expense and taxes for said
period as determined in accordance with GAAP.

     Eligible Account - an Account payable by an Eligible Third Party Payor
     ----------------
purchased (or to be purchased with proceeds of a Revolving Credit Loan) in the
ordinary course of Borrower's business from an Eligible Provider or securing an
advance made in the ordinary course of Borrower's business to an Eligible
Provider and arising in the ordinary course of such Provider's business from the
sale of goods or rendition of medical or health care services unless Lender, in
its reasonable credit judgment, deems it not to be an Eligible Account.  Without
limiting the generality of the foregoing, no Account shall be an Eligible
Account if:

               (i) it arises out of a sale made or services rendered by the
     Borrower or the Provider to a Subsidiary or an Affiliate of Borrower or the
     Provider or to a Person controlled by an Affiliate of Borrower or the
     Provider; or


                                      -4-
<PAGE>

               (ii)   it is part of a Batch which remains unpaid more than 90
     days after the date such Batch was purchased by Borrower or an advance
     secured by such Batch was made; provided, however, Accounts which are part
                                     --------  -------
     of a Batch with a Fair Reimbursable Value of up to $250,000 in the
     aggregate outstanding at any one time and which remain unpaid for more than
     90 days, but less than 120 days after the date such Batch was purchased by
     Borrower, may be Eligible Accounts; or

               (iii)  50% or more of the Accounts owed by the Eligible Third
     Party Payor (other than any Medicare/Medicaid Account Debtor), are not
     deemed Eligible Accounts hereunder; or

               (iv)   the total unpaid Accounts of the Third Party Payor (other
     than any Medicare/Medicaid Account Debtor) exceed 20% of the net amount of
     all Eligible Accounts, to the extent of such excess; or

               (v)    the total unpaid Accounts purchased from the Provider (a)
     during the period from the Closing Date until the expiration of 6 months
     thereafter exceed the greater of $2,000,000 or 20% of the net amount of all
     Eligible Accounts, or (b) after such 6-month period exceed 15% of the Net
     Amount of all Eligible Accounts, to the extent of such excess; or

               (vi)   any covenant, representation or warranty contained in this
     Agreement or the Receivables Acquisition Agreement or Receivables Loan
     Agreement with respect to such Account has been breached in any material
     respect; or

               (vii)  the Account Debtor is also Borrower's or the Provider
     which sold the Account to Borrower's, creditor or supplier, or the Account
     Debtor has disputed liability with respect to such Account, or the Account
     Debtor has made any claim with respect to any other Account due from such
     Account Debtor to Borrower or to the Provider, or the Account otherwise is
     or may become subject to any right of setoff by the Account Debtor, to the
     extent of such claim or setoff; or

               (viii) the Third Party Payor or the Provider which sold or
     pledged as collateral the Account to Borrower has commenced a voluntary
     case under the federal bankruptcy laws, as now constituted or hereafter
     amended, or made an assignment for the benefit of creditors, or a decree or
     order for relief has been entered by a court having jurisdiction in the
     premises in respect of the Account Debtor or Provider in an involuntary
     case under the federal bankruptcy laws, as now constituted or hereafter
     amended, or any other petition or other application for relief under the
     federal bankruptcy laws has been filed against the Third Party Payor or
     Provider, or if the Account Debtor or Provider has failed, suspended
     business, or consented to or suffered a receiver, trustee, liquidator or
     custodian to be appointed for it or for all or a significant portion of its
     assets or affairs; or

               (ix)   it arises from a sale or provision of services by a
     Provider located outside the United States; or

               (x)    the Account is subject to a Lien other than a Permitted
     Lien; or

                                      -5-
<PAGE>

               (xi)   the services giving rise to such Account have not been
     performed by the Provider or the Account otherwise does not represent a
     final sale; or

               (xii)  the Account is evidenced by chattel paper or an instrument
     of any kind, or has been reduced to judgment; or

               (xiii) Borrower or the Provider has made any agreement with the
     Account Debtor for any deduction therefrom, except for discounts or
     allowances which are made in the ordinary course of business for prompt
     payment or which are reflected in the calculation of the Fair Reimbursable
     Value related to such Account; or

               (xiv)  Borrower or the Provider has made an agreement with the
     Account Debtor to extend the time of payment thereof for more than 120 days
     from the date of the purchase of, or advanced secured by, the relevant
     Batch; or

               (xv)   the Account is subject to any limitation which would make
     payment of the Fair Reimbursable Value by the Account Debtor conditional;
     or

               (xvi)  the Account is payable in part (but not in whole), by a
     Medicare/Medicaid Account Debtor or other Third Party Payor, to the extent
     such Account exceeds the portion payable by such Medicare/Medicaid Account
     Debtor or Third Party Payor; and

               (xvii) Under no circumstance will Lender advance against any
     Account or any portion of any Account to the extent such Account or a
     portion thereof is payable by an individual beneficiary, recipient or
     subscriber individually and not by a Medicare/Medicaid Account Debtor or
     other Eligible Third Party Payor.


     Eligible Third Party Payor - any Third Party Payor which Borrower has
     --------------------------
deemed an "Eligible Insurer" pursuant to the Receivables Acquisition Agreements
or Receivables Loan Agreements unless Lender, in its reasonable credit judgment,
determines that such Third Party Payor is unacceptable.

     Eligible Provider - any Provider which has entered into a Receivables
     -----------------
Acquisition Agreement or Receivables Loan Agreement with Borrower; provided that
(i) such Provider is not in material default under any of the material terms or
conditions of such Receivables Acquisition Agreement or Receivables Loan
Agreement, (ii) Borrower has filed appropriate UCC-1 Financing Statements as
would be necessary to perfect a security interest obtained by Borrower in the
Accounts of such Provider with a priority over all other Liens in favor of any
other creditor of such Provider, and (iii) the most recent Medicare and Medicaid
audits for such Provider are acceptable to Lender in its reasonable discretion.

     Equipment - all machinery, apparatus, equipment, fittings, furniture,
     ---------
fixtures, motor vehicles and other tangible personal Property (other than
Inventory) of every kind and description used in Borrower's operations or owned
by Borrower or in which Borrower has an interest, whether now


                                      -6-
<PAGE>

     owned or hereafter acquired by Borrower and wherever located, and all
     parts, accessories and special tools and all increases and accessions
     thereto and substitutions and replacements therefor.

          ERISA - the Employee Retirement Income Security Act of 1974, as
          -----
     amended, and all rules and regulations from time to time promulgated
     thereunder.

          Event of Default - as defined in Section 10.1 of the Agreement.
          ----------------

          Existing Financing Agreements - as defined in the Background section
          -----------------------------
     of the Agreement.

          Facility Cap - $50,000,000 from the date hereof through December 31,
          ------------
1996 and $35,000,000 at all times thereafter.

          Fair Reimbursable Value - the fair reimbursable value or amount
          -----------------------
     expected to collected from the Third Party Payor of Accounts purchased from
     Providers or securing advances to Providers, as established by Borrower, or
     an independent verification company reasonably acceptable to Lender;
     provided, however, that the fair reimbursable value of any Account or
     Borrower's method of calculation thereof, shall be acceptable to Lender in
     the reasonable exercise of its credit discretion.

          GAAP - generally accepted accounting principles in the United States
          ----
     of America in effect from time to time.

          General Intangibles - all personal property of Borrower (including
          -------------------
     things in action) other than goods, Accounts, chattel paper, documents,
     instruments and money, whether now owned or hereafter created or acquired
     by Borrower.

          Guarantor - Healthcare Financial Partners, Inc.
          ---------

          HPF - as defined in the Background section of the Agreement.
          ---

          HPF Del - as defined in the Background section of the Agreement.
          -------

          HPF Del Existing Line of Credit - as defined in the Background section
          -------------------------------
          of the Agreement.

          HPF Del Existing Loan Agreement - as defined in the Background section
          -------------------------------
          of the Agreement.

          HPF Existing Line of Credit - as defined in the Background section of
          ---------------------------
          the Agreement.

          HPF Existing Loan Agreement - as defined in the Background section of
          ---------------------------
          the Agreement.

          HPF Del Existing Line of Credit - as defined in the Background section
          -------------------------------
          of the Agreement.

          Indebtedness - as applied to a Person means, without duplication
          ------------

               (i) all items which in accordance with GAAP would be included in
          determining total liabilities as shown on the liability side of a
          balance sheet of such Person as


                                      -7-
<PAGE>

          at the date as of which Indebtedness is to be determined, including,
          without limitation, Capitalized Lease Obligations,

               (ii)   all obligations of other Persons which such Person has
          guaranteed,

               (iii)  all reimbursement obligations in connection with letters
          of credit or letter of credit guaranties issued for the account of
          such Person, and

               (iv)   in the case of Borrower (without duplication), the
          Obligations.

     Inventory - all of Borrower's inventory, whether now owned or hereafter
     ---------
acquired including, but not limited to, all goods intended for sale or lease by
Borrower, or for display or demonstration; all work in process; all raw
materials and other materials and supplies of every nature and description used
or which might be used in connection with the manufacture, printing, packing,
shipping, advertising, selling, leasing or furnishing of such goods or otherwise
used or consumed in Borrower's business; and all documents evidencing and
General Intangibles relating to any of the foregoing, whether now owned or
hereafter acquired by Borrower.

     LIBOR Interest Period - a period of 1, 2, 3 or 6 months duration during
     ---------------------
which the Revolving Credit LIBOR Rate or Term LIBOR Rate, as the case may be, is
applicable.

     LIBOR Rate Loans - collectively, all Revolving Credit LIBOR Rate Loans.
     ----------------

     Lien - any interest in Property securing an obligation owed to, or a claim
     ----
by, a Person other than the owner of the Property, whether such interest is
based on common law, statute or contract.  The term "Lien" shall also include
reservations, exceptions, encroachments, easements, rights-of-way, covenants,
conditions, restrictions, leases and other title exceptions and encumbrances
affecting Property.  For the purpose of the Agreement, Borrower shall be deemed
to be the owner of any Property which it has acquired or holds subject to a
conditional sale agreement or other arrangement pursuant to which title to the
Property has been retained by or vested in some other Person for security
purposes.

     Loan Account - the loan account established on the books of Lender pursuant
     ------------
to Section 3.6 of the Agreement.

     Loan Documents - the Agreement, the Surety Agreement, the Other Agreements
     --------------
and the Security Documents.

     Loans - all loans and advances of any kind made by Lender pursuant to the
     -----
Agreement.

     London Business Day - Any Business Day on which banks in London, England
     -------------------
are open for business.

     Material Adverse Effect - means a material adverse effect on (i) the
     -----------------------
business, assets, operations and financial or other condition of the Borrower
and any Subsidiaries taken as a whole, (ii) the ability of the Borrower to pay
the Obligations in accordance with the terms of this Agreement and any Security
Documents or Other Agreements, (iii) the rights and remedies of the Bank


                                      -8-
<PAGE>

under this Agreement, any Security Documents or Other Agreements, or (iv) the
value of the Lender's security interest in the Collateral or the perfection or
priority of such security interest.

     Medicare/Medicaid Account Debtor - any Account Debtor which is (i) United
     --------------------------------
States of America acting under the Medicare/Medicaid program established
pursuant to the Social Security Act, (ii) any state acting pursuant to a health
plan adopted pursuant to Title XIX of the Social Security Act or (iii) any
agent, carrier, administrator or intermediary for any of the foregoing.

     Money Borrowed - means (i) Indebtedness arising from the lending of money
     --------------
by any Person to Borrower; (ii) Indebtedness, whether or not in any such case
arising from the lending by any Person of money to Borrower, (A) which is
represented by notes payable or drafts accepted that evidence extensions of
credit, (B) which constitutes obligations evidenced by bonds, debentures, notes
or similar instruments, or (C) upon which interest charges are customarily paid
(other than accounts payable) or that was issued or assumed as full or partial
payment for Property; (iii) Indebtedness that constitutes a Capitalized Lease
Obligation; (iv) reimbursement obligations with respect to letters of credit or
guaranties of letters of credit and (v) Indebtedness of Borrower under any
guaranty of obligations that would constitute Indebtedness for Money Borrowed
under clauses (i) through (iii) hereof, if owed directly by Borrower.

     Multiemployer Plan - has the meaning set forth in Section 4001(a)(3) of
     ------------------
ERISA.

     Net Worth - at any date of determination thereof, (i) the aggregate amount
     ---------
of all assets of Borrower and its Subsidiaries on a Consolidated basis as may be
properly classified as such, less (ii) the aggregate amount of all liabilities
of Borrower and its Subsidiaries on a Consolidated basis, all as determined in
accordance with GAAP.

     Obligations - all Loans and all other advances, debts, liabilities,
     -----------
obligations, covenants and duties, together with all interest, fees and other
charges thereon, owing, arising, due or payable from Borrower to Lender of any
kind or nature, present or future, whether or not evidenced by any note,
guaranty or other instrument, whether arising under the Agreement or any of the
other Loan Documents or otherwise whether direct or indirect (including those
acquired by assignment), absolute or contingent, primary or secondary, due or to
become due, now existing or hereafter arising and however acquired.  The term
includes without limitation, all interest, charges, fees, expenses, attorneys'
fees, and any other sums chargeable to Borrowers under any of the Loan
Documents.

     Original Term - as defined in Section 4.1 of the Agreement.
     -------------

     Other Agreements - any and all agreements, instruments and documents (other
     ----------------
than the Agreement and the Security Documents), heretofore, now or hereafter
executed by any Borrower, any Subsidiary of Borrower or any other third party
and delivered to Lender in respect of the transactions contemplated by the
Agreement, as each of the same may be amended, modified, renewed, extended,
replaced, restated or substituted from time to time.

     Overadvance - the amount, if any, by which the outstanding principal amount
     -----------
of Revolving Credit Loans exceeds the Borrowing Base.


                                      -9-
<PAGE>

     Participating Lender - each Person who shall be granted the right by Lender
     --------------------
to participate in any of the Loans described in the Agreement and who shall have
entered into a participation agreement in form and substance satisfactory to
Lender.

     Permitted Liens - any Lien of a kind specified in subsection 8.2.5 of the
     ---------------
Agreement.

     Permitted Purchase Money Indebtedness - Purchase Money Indebtedness of
     -------------------------------------
Borrower incurred after the date hereof which is secured by a Purchase Money
Lien.

     Person - an individual, partnership, corporation, limited liability
     ------
company, joint stock company, land trust, business trust, or unincorporated
organization, or a government or agency or political subdivision thereof.

     Plan - an employee benefit plan now or hereafter maintained for employees
     ----
of Borrower that is covered by Title IV of ERISA.

     Projections - Borrower's forecasted (i) balance sheets, (ii) profit and
     -----------
loss statements, and (iii) cash flow statements, all prepared on a consistent
basis with Borrower's historical financial statements, together with appropriate
supporting details and a statement of underlying assumptions.

     Property - any interest in any kind of property or asset, whether real,
     --------
personal or mixed, or tangible or intangible.

     Provider - any provider of medical or health care goods or services
     --------
including physician services, nurse and therapist services, dental services,
hospital services, skilled nursing facility services, comprehensive outpatient
rehabilitation services, home healthcare services and medicine or healthcare
equipment and/or any other service provided by such person for any necessary or
specifically requested valid and proper medical or healthcare purpose.

     Purchase Money Indebtedness - means and includes (i) Indebtedness (other
     ---------------------------
than the Obligations) for the payment of all or any part of the purchase price
of any fixed assets, (ii) any Indebtedness (other than the Obligations) incurred
at the time of or within 10 days prior to or after the acquisition of any fixed
assets for the purpose of financing all or any part of the purchase price
thereof, and (iii) any renewals, extensions or refinancings thereof, but not any
increases in the principal amounts thereof outstanding at the time.

     Purchase Money Lien - a Lien upon fixed assets which secures Purchase Money
     -------------------
Indebtedness, but only if such Lien shall at all times be confined solely to the
fixed assets the purchase price of which was financed through the incurrence of
the Purchase Money Indebtedness secured by such Lien.

     Receivables Acquisition Agreements - The agreements between Borrower and
     ----------------------------------
each Provider in the form attached hereto as Exhibit P.

          Receivables Loan Agreements - The agreements between Borrower and each
          ---------------------------
Provider in the form attached hereto as Exhibit R.


                                     -10-
<PAGE>

     Regulation D - Regulation D of the Board of Governors of the Federal
     ------------
Reserve System, comprising Part 204 of Title 12, Code of Federal Regulations, as
amended, and any successor thereto.

     Reserve - for any day, that reserve (expressed as a decimal) which is in
     -------
effect (whether or not actually incurred) with respect to Bank on such day, as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor or any other banking authority to which Bank is subject including any
board or governmental or administrative agency of the United States or any other
jurisdiction to which Bank is subject), for determining the maximum reserve
requirement (including without limitation any basic, supplemental, marginal or
emergency reserves) for Eurocurrency liabilities as defined in Regulation D.

     Reserve Percentage - for Bank on any day, that percentage (expressed as a
     ------------------
decimal) which is in effect on such day, prescribed by the Board of Governors of
the Federal Reserve System (or any successor or any other banking authority to
which Lender is subject, including any board or governmental or administrative
agency of the United States or any other jurisdiction to which Bank is subject)
for determining the maximum reserve requirement (including without limitation
any basic, supplemental, marginal or emergency reserves) for (i) deposits of
United States Dollars or (ii) Eurocurrency liabilities as defined in Regulation
D, in each case used to fund a Revolving Credit LIBOR Rate Loan or Term LIBOR
Rate Loan subject to an Adjusted LIBOR Rate.  The Adjusted LIBOR Rate shall be
adjusted automatically on and as of the effective day of any change in the
Reserve Percentage.

     Renewal Terms - as defined in Section 4.1 of the Agreement.
     -------------

     Reportable Event - any of the events set forth in Section 4043(b) of ERISA.
     ----------------

     Restricted Investment - any investment made in cash or by delivery of
     ---------------------
Property to any Person, whether by acquisition of stock, Indebtedness or other
obligation or Security, or by loan, advance or capital contribution, or
otherwise, or in any Property, and including loans permitted by Section
8.2.2(iii) except the following:

               (i)   investments in one or more Subsidiaries of Borrower to the
     extent existing on the Closing Date or the sale or contribution of Accounts
     to Wisconsin Circle Funding Corporation;

               (ii)  Property (including Accounts) to be used in the ordinary
     course of business;

               (iii) Current Assets arising from the sale of goods and services
     in the ordinary course of business of Borrower and its Subsidiaries;

               (iv)  investments in direct obligations of the United States of
     America, or any agency thereof or obligations guaranteed by the United
     States of America, provided that such obligations mature within one year
     from the date of acquisition thereof;


                                     -11-
<PAGE>

               (v)  investments in certificates of deposit maturing within one
     year from the date of acquisition issued by a bank or trust company
     organized under the laws of the United States or any state thereof having
     capital surplus and undivided profits aggregating at least $100,000,000;
     and

               (vi) investments in commercial paper given the highest rating by
     a national credit rating agency and maturing not more than 270 days from
     the date of creation thereof.

     Revolving Credit Base Rate - a per annum rate equal to the sum of the
     --------------------------
Base Rate plus 150 basis points.

     Revolving Credit Base Rate Loan - that portion of the Revolving Credit
     -------------------------------
Loans that bears interest at the Revolving Credit Base Rate.

     Revolving Credit Facility - the credit facility established for Borrower by
     -------------------------
Lender under and pursuant to the terms of this Agreement under which Revolving
Credit Loans may be made from time to time.

     Revolving Credit LIBOR Rate - a per annum rate equal to the sum of the
     ---------------------------
Adjusted LIBOR Rate plus 300 basis points.

     Revolving Credit LIBOR Rate Loan - that portion of the Revolving Credit
     --------------------------------
Loans on which interest accrues at the Revolving Credit LIBOR Rate.

     Revolving Credit Loan - a Loan made by Lender as provided in Section 1.1 of
     ---------------------
the Agreement.

     Revolving Credit Maturity Date - the last day of the Original Term or, if
     ------------------------------
any Renewal Term is in effect, then the last day of such Renewal Term.

     Schedule of Accounts - as defined in subsection 6.2.1 of the Agreement.
     --------------------

     Security - shall have the same meaning as in Section 2(1) of the Securities
     --------
Act of 1933, as amended.

     Security Documents - and all other instruments and agreements now or at any
     ------------------
time hereafter securing the whole or any part of the Obligations.

     Solvent - as to any Person, such Person (i) owns Property whose fair
     -------
saleable value is greater than the amount required to pay all of such Person's
Indebtedness (including contingent debts), (ii) is able to pay all of its
Indebtedness as such Indebtedness matures and (iii) has capital sufficient to
carry on its business and transactions and all business and transactions in
which it is about to engage.

     Subordinated Debt - Indebtedness of Borrower that is subordinated to the
     -----------------
Obligations in a manner satisfactory to Lender.


                                     -12-
<PAGE>

                                     -12-

          Subordination Agreement - an agreement in form and substance
          -----------------------
     acceptable to Lender pursuant to which the holder of any Subordinated Debt
     has subordinated the Indebtedness owed to it to the Obligations.

          Subsidiary - any corporation of which a Person owns, directly or
          ----------
     indirectly through one or more intermediaries, more than 50% of the Voting
     Stock at the time of determination.

          Surety Agreement - an unlimited agreement of guaranty and suretyship
          ----------------
to be executed by Guarantor on the date hereof, in form and substance acceptable
to Lender.

          Third Party Payor - any Medicare/Medicaid Account Debtor or other
          -----------------
     commercial payor or managed care payor which has agreed to make payment to
     a Provider for goods sold or medical or health care services rendered by
     such Provider.

          Total Liabilities - at any date means all amounts properly classified
          -----------------
     as liabilities on a balance sheet at such date in accordance with GAAP,
     plus all reserves for contingencies and all other potential liabilities for
     which no reserves have previously been established on such balance sheet,
     to the extent such amounts are not already classified as liabilities in
     accordance with GAAP.

          Other Terms.  All other terms contained in the Agreement shall have,
          -----------
when the context so indicates, the meanings provided for by the Code to the
extent the same are used or defined therein.

          Certain Matters of Construction.  The terms "herein", "hereof" and
          -------------------------------
"hereunder" and other words of similar import refer to the Agreement as a whole
and not to any particular section, paragraph or subdivision.  Any pronoun used
shall be deemed to cover all genders.  The section titles, table of contents and
list of exhibits appear as a matter of convenience only and shall not affect the
interpretation of the Agreement.  All references to statutes and related
regulations shall include any amendments of same and any successor statutes and
regulations.  All references to any of the Loan Documents shall include any and
all modifications thereto and any and all extensions or renewals thereof.


                                     -13-
<PAGE>

                                LIST OF EXHIBITS
                                ----------------


Exhibit B   Borrower's and each Subsidiary's Business Locations
Exhibit C   Jurisdictions in which Borrower and each Subsidiary is Authorized to
            do Business
Exhibit D   Capital Structure of Borrower
Exhibit E   Corporate Names
Exhibit G   Patents, Trademarks, Copyrights and Licenses
Exhibit H   Contracts Restricting Borrower's Right to Incur Debts
Exhibit I   Litigation
Exhibit J   Capitalized Leases
Exhibit K   Operating Leases
Exhibit L   Pension Plans
Exhibit M   Labor Contracts
Exhibit N   Compliance Certificate
Exhibit O   Permitted Liens
Exhibit P   Forms of Receivables Acquisition Agreement
Exhibit Q   Form of Settlement and Confirmation Statement
Exhibit R   Forms of Receivables Loan Agreement

                                     -14-