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                              AMENDMENT NO. 2 TO
                             EMPLOYMENT AGREEMENT
                             --------------------

     This Amendment No. 2 to Employment Agreement ("Amendment") is effective as 
of April 1, 1998, and is made by and between HEALTHCARE FINANCIAL PARTNERS, 
INC., a Delaware corporation (the "Corporation") and STEVEN I. SILVER 
("Employee").

                             W I T N E S S E T H:
                             - - - - - - - - - -

     A. Employee and the Corporation have entered into an Employment Agreement
dated as of October 1, 1996, and amended as of July 1, 1997 (as so amended,
"Agreement").

     B. The Corporation desires to further recognize Employee's contribution to 
the growth and success of the Corporation by amending certain terms of the 
Agreement.

     NOW, THEREFORE, in consideration of the foregoing premises, and of the 
mutual covenants and representations contained in this Amendment, and for other 
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

     1. Section 4.2 of the Agreement is hereby amended and restated in its 
entirety to read as follows:

        "4.2 Termination of Employment.
             -------------------------

             (a) Employee may terminate his employment under this Agreement upon
30 days prior written notice to the Corporation. During the 30-day period 
following Employee's notice of termination, and if so requested by the 
Corporation, Employee will perform his regular duties and, in addition, will 
perform those consulting services that may be requested by the Corporation to 
assist in the orderly transition of Employee's duties to another person or 
persons and/or assist in the training of Employee's replacement.

             (b) The Corporation may terminate the employment of the Employee 
for Cause (as defined in paragraph 4.4(a)) upon written notice to Employee of 
the termination ("Notice of Termination for Cause") and, upon such termination, 
the Corporation will have no further obligation to the Employee.

             (c) The Corporation shall not be entitled to terminate the 
employment of the Employee without Cause. In the event, however that the 
Corporation or any successor upon a Sale of the Corporation (as defined in 
paragraph 5(e)) terminates Employee's employment without Cause (as defined in 
paragraph 5(e)), Employee shall be paid a lump sum payment in cash, immediately 
upon the termination without Cause, equal to the aggregate compensation and 
benefits as calculated pursuant to paragraph 1.2 at the annual salary rate in 
effect at the time of termination, with such lump sum payment to be equal to the
aggregate
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compensation that would otherwise be payable to Employee for the remaining 
portion of the Employment Period (i.e. two (2) years and four (4) months if 
terminated without Cause on June 1, 1998). If the successor upon a Sale of the 
Corporation fails to make such lump sump payment upon a termination of Employee 
without Cause, the Corporation shall be obligated to immediately make such 
payment.
                (d)     The employment of Employee will be automatically 
terminated by his death or Total Disability. If Employee dies or suffers a Total
Disability while this Agreement is in effect, the Corporation will pay to 
Employee's spouse (or if he is not married at the time of his death, to his 
estate) compensation under paragraph 1.2 as would be accrued through the end of 
the month in which his employment terminated."

        2.   Except as expressly modified by this Amendment, the Agreement 
remains in full force and effect.

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

ATTEST:                                  THE CORPORATION:

                                         HEALTHCARE FINANCIAL
                                         PARTNERS, INC.
                                         a Delaware corporation

                                         By:
-------------------------                     ------------------------------
                                              Name:
                                              Its:


WITNESS:                                 EMPLOYEE:


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                                         Steven I. Silver