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                                                                    Exhibit 10.7

                                                              [EXECUTION COPY]


                           ASSIGNMENT AND ACCEPTANCE


     Reference is made to the Credit Agreement, dated as of October 20, 1995
(the "Credit Agreement") among Northstar Health Services, Inc., a Delaware
corporation (the "Borrower"), the lenders which are or may become parties to the
Credit Agreement (the "Lenders") and IBJ Schroder Bank & Trust Company, as agent
for the Lenders (in such capacity, the "Agent"). Terms defined in the Credit
Agreement and not otherwise defined herein are used herein with the meanings so
defined.

     IBJ Schroder Bank & Trust Company (the "Assignor") and Cerberus
Partners, L.P. (the "Assignee") agree as follows:

     1. The Assignor hereby irrevocably sells and assigns to the Assignee
without recourse to the Assignor, and the Assignee hereby irrevocably purchases
and assumes from the Assignor without recourse to the Assignor, as of the
Effective Date (as defined below), all of the Assignor's interest (the "Assigned
Interest") in and to the Assignor's rights and obligations under the Credit
Agreement as are set forth on Schedule I (individually, an "Assigned Facility";
collectively, the "Assigned Facilities"), in a principal amount for each
Assigned Facility as set forth on Schedule 1.


     2. The Assignor (a) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement, any other Credit Documents or any other instrument or document
furnished pursuant thereto, other than that it has not created any adverse claim
upon the interest being assigned by it hereunder and that such interest is free
and clear of any such adverse claim; (b) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrower or any Subsidiary or any obligor of any of their respective obligations
under the Credit Agreement or any other Credit Documents or any other instrument
or document furnished pursuant hereto or thereto; and (c) attaches the Note(s)
held by it evidencing the Assigned Facilities and requests that the Agent
exchange such Note(s) for a new Note or Notes payable to the Assignee (and, if
the Assignor is retaining any portion of its rights and obligations under the
Credit Documents, to the Assignor) in the amounts which reflect the assignment
being made hereby.

     3. The Assignee (a) represents and warrants that it is legally authorized
to enter into this Assignment and Acceptance; (b) confirms that it has received
a copy of the Credit Agreement, together with copies of the financial statements
delivered pursuant to Section 6.1 thereof and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Acceptance; (c) agrees that it will,




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independently and without reliance upon the Assignor, the Agent or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Credit Agreement, the other Loan Documents or any other
instrument or document furnished pursuant hereto and thereto; (d) appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers and discretion under the Credit Agreement, the other Credit
Documents or any other instrument or document furnished pursuant hereto or
thereto as are delegated to the Agent by the terms thereof, together with such
powers as are incidental thereto; and (e) agrees that it will be bound by the
provisions of the Credit Agreement and will perform in accordance with its terms
all the obligations which by the terms of the Credit Agreement are required to
be performed by it as a Lender including, if it is organized under the laws of a
jurisdiction outside the United States, its obligation pursuant to subsection 5.
12(b) of the Credit Agreement.

     4. The effective date of this Assignment and Acceptance shall be September
8, 1997 (the "Effective Date"). Following the execution of this Assignment and
Acceptance, it will be delivered to the Agent for acceptance by it and recording
by the Agent pursuant to Section 12.6(c) of the Credit Agreement, effective as
of the Effective Date (which shall not, unless otherwise agreed to by the Agent,
be earlier than five Business Days after the date of such acceptance and
recording by the Agent).

     5. Upon such acceptance and recording, from and after the Effective Date,
the Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignee whether
such amounts have accrued prior to the Effective Date or accrue subsequent to
the Effective Date. The Assignor and the Assignee shall make all appropriate
adjustments in payments by the Agent for periods prior to the Effective Date or
with respect to the making of this assignment directly between themselves.

     6. From and after the Effective Date, (a) the Assignee shall be party to
the Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and under the
other Credit Documents and shall be bound by the provisions thereof and (b) the
Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Credit
Agreement.

     7. This Assignment and Acceptance shall be governed by and construed in
accordance with the laws of the State of New York.

     IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their respective
duly authorized officers on Schedule I hereto.






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                                   Schedule 1
                          to Assignment and Acceptance
         Relating to the Credit Agreement, Dated as of October 20, 1995
                                     Among
                        Northstar Health Services, Inc.,
                           the Lenders Named Therein
                                      and
          IBJ Schroder Bank & Trust Company, as Agent for the Lenders
                        (in such capacity, the "Agent")

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

Name of Assignor:   IBJ Schroder Bank & Trust Company

Name of Assignee:   Cerberus Partners, L.P.

Effective Date of Assignment:  September 8, 1997

     Credit                   Principal                  Commitment
Facility Assigned          Amount Assigned          Percentage Assigned
-----------------          ---------------          -------------------

Revolving Credit            $2,000,000.00                  100%
Term Loan                   $6,083,335.00                  100%
Acquisition Term Loan       $6,000,000.00                  100%


IBJ SCHRODER BANK
& TRUST COMPANY                              CERBERUS PARTNERS, L.P.



By: /s/ DAVID H. CASHON                      By: /s/ JOYCE C. JOHNSON-MILLER
    -----------------------------                ----------------------------
    Name:  David H. Cashon                       Name:  Joyce C. Johnson-Miller
    Title: Vice President                        Title: Managing Director




Accepted:                                    Consented to:

IBJ SCHRODER BANK                            NORTHSTAR HEALTH SERVICES, INC.
 & TRUST COMPANY, as Agent


By: /s/ DAVID H. CASHON                      By:
    -----------------------------                ----------------------------
    Name:  David H. Cashon                       Name:
    Title: Vice President                        Title:




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