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                                                                EXHIBIT 10.14.2



                    AMENDMENT TO LOAN AND SECURITY AGREEMENT


         THIS AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "Amendment") is
made as of this 13th day of May, 1997, by and between THE COMPANY DOCTOR, a
Delaware corporation, ANDICARE, INC., a Louisiana corporation, and EMERGENCY
OCCUPATIONAL PHYSICIAN'S SERVICES, INC., a Texas corporation (collectively, the
"Borrower"), and HCFP FUNDING, INC., a Delaware corporation ("Lender").

                                    RECITALS

         A.      In Article VI, Section 6.23 of the Loan and Security Agreement
(the "Loan Agreement"), Borrower covenants that it will not at any time allow
its consolidated net worth to fall below $12.5 million.

         B.      In Article VII, Section 7.1(c) of the Loan Agreement, Borrower
covenants that it will not allow any liability for Borrowed Money to exist
except under the circumstances set forth in Section 7.1(c).

         C.      The parties have agreed to amend the Loan Agreement, by means
of this Amendment, to restate Section 6.23 and Section 7.1(c) on the terms and
conditions set forth below.

         NOW, THEREFORE, in consideration of the promises and covenants
contained in this Agreement, and for other consideration, the receipt and
sufficiency of which are acknowledged, the parties agree as follows:

         1.      AMENDMENT TO NET WORTH COVENANT.  Article VI, Section 6.23 of
the Loan Agreement shall be amended and restated as follows:

         "SECTION 6.23.  NET WORTH.  Borrower will not at any time allow its
consolidated net worth, as computed in accordance with GAAP, to fall below
$10.5 million."

         2.      AMENDMENT TO BORROWER MONEY COVENANT.  Article VII, Section
7.1(c) of the Loan Agreement shall be amended and restated as follows:

                 "(c)     accounts payable to trade creditors and current
operating expenses (other than for borrowed money) which are not aged more than
(i) one hundred fifty (150) days from the billing date, at all times through
June 30, 1997, and (ii) one hundred and twenty (120) days from the billing
date, at all times thereafter, in each case incurred in the ordinary course of
business and paid within such time period, unless the same are being 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 accounts;"

         3.      CONDITIONS TO EFFECTIVENESS.  The obligations of Lender to
enter into and perform this Amendment and to make Revolving Credit Loans under
the Loan Agreement are subject to the following conditions precedent:

                 (a)      Lender shall have received two (2) originals of this
Amendment.
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                 (b)      Borrower shall have complied and shall then be in
compliance in all material respects with all the terms, covenants and
conditions of the Loan Documents, as amended hereby.

                 (c)      There shall have occurred no Event of Default and no
event which, with the giving of notice or the lapse of time, or both, could
constitute such an Event of Default, after giving effect to the amendments
effected hereby.

         4.      REPRESENTATIONS AND WARRANTIES OF BORROWER.  Borrower
represents and warrants as follows:

                 (a)      This Amendment constitutes the legal, valid and
binding obligation of Borrower and is enforceable against Borrower in
accordance with its terms, subject to bankruptcy, insolvency and other laws
affecting creditors' rights and general principles of equity.

                 (b)      Upon the effectiveness of this Amendment, Borrower
hereby reaffirms all covenants, representations and warranties made in the Loan
Agreement, as amended hereby, and agrees that all such covenants,
representations and warranties shall be deemed to have been made again as of
the effective date of this Amendment (except to the extent that such
representations and warranties expressly relate solely to an earlier date).

         5.      REFERENCE TO THE EFFECT ON THE LOAN AGREEMENT.

                 (a)      Upon the effectiveness of this Amendment, and on and
after the date of this Amendment, each reference in the Loan Agreement to "this
Agreement," "hereunder," "hereof," "herein" or words of similar import shall
mean and be a reference to the Loan Agreement as amended hereby.

                 (b)      Except as specifically amended above, the Loan
Agreement, and all other Loan Documents, shall remain in full force and effect,
and are hereby ratified and confirmed.

                 (c)      The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of
Lender, nor constitute a waiver of any provision of the Loan Agreement, or any
other documents, instruments and agreements executed or delivered in connection
with the Loan Agreement, except to the extent of the amendments effected
hereby.

         6.      GOVERNING LAW.  This Amendment shall be governed by and
construed in accordance with the laws of the State of Maryland.

         7.      HEADINGS.  Section headings in this Amendment are included for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.

         8.      COUNTERPARTS.  This Amendment may be executed in counterpart,
and both counterparts taken together shall be deemed to constitute one and the
same instrument.





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         IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed as of the date first written above.

                                        LENDER:

                                        HCFP FUNDING, INC.
                                        a Delaware corporation
                                        
                                        
                                        By:    /s/ Michael Gardullo            
                                            -----------------------------------
                                        Name:   Michael Gardullo
                                        Title:  Vice President and Senior 
                                                Credit Officer
                                        
                                        
                                        BORROWER:
                                        
                                        THE COMPANY DOCTOR
                                        a Delaware corporation
                                        
                                        
                                        By:    /s/ Donald F. Angle, M.D.       
                                            -----------------------------------
                                        Name:   Donald F. Angle, M.D.
                                        Title:  President
                                        
                                        
                                        ANDICARE, INC.
                                        a Louisiana corporation
                                        
                                        
                                        By:    /s/ Donald F. Angle, M.D.       
                                            -----------------------------------
                                        Name:   Donald F. Angle, M.D.
                                        Title:  President
                                        
                                        
                                        EMERGENCY OCCUPATIONAL
                                        PHYSICIAN'S SERVICES, INC.
                                        a Texas corporation
                                        
                                        
                                        By:    /s/ Donald F. Angle, M.D.       
                                            -----------------------------------
                                        Name:   Donald F. Angle, M.D.
                                        Title:  President





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