STOCK OPTION CERTIFICATE
                        (Non-Qualified Stock Option)

                       This stock option is granted by

                       DIALYSIS CORPORATION OF AMERICA

                                    to:

CERTIFICATE                                   SHARES:
No.

             Address:

in accordance with and pursuant to the terms of the 1999 Stock Option Plan
(the "Plan") of Dialysis Corporation of America, a Florida corporation (the
"Company").

     The terms of the Plan are incorporated by reference and shall be
considered to be a part of this Stock Option Certificate.  A copy of the Plan
is attached hereto.

     The terms of the Stock Option granted to you include the following:

     1. On April 21, 1999 the Board of Directors of the Company granted to the
Optionee an Option (the "Option") to purchase all or any part of an aggregate
of        shares (the "Shares") of the Common Stock, $.01 par value (the
"Common Stock"), of the Company, at the price of $1.25 per share ("Exercise
Price"), subject to adjustment in accordance with the terms and conditions
set forth in the Plan, and subject to shareholder which was obtained on May
21, 1999.

     2. This Option shall expire at 5:00 p.m., Florida time, on April 20,
2000, subject to earlier termination as provided in the Plan.

     Should your affiliation with the Company terminate for any reason,
voluntary or involuntary, for cause or otherwise, or due to death, retirement
or disability, the exercisability of the Option and the extent of the
availability of the Shares shall be governed by Sections 6.2, 6.3, and 6.4
of the Plan.

     Upon the occurrence of any Change in Control as defined in Section 8 of
the Plan, the Option shall continue to be fully exercisable, and the Company
or surviving entity shall redeem the Option for cash in an amount as
delineated in Section 8; provided, you have the right to keep the Option by
written notification to the Company, Acquiring Person or Successor, as the
case may be, within five (5) days of the redemption notification as provided
in Section 8 of the Plan.  If you elect to keep the Option, it shall continue
in effect, even if your affiliation with the Company ceases by virtue of such
Change in Control.

     3. This Option may be exercised by giving written notice to the Company
in the form attached hereto as Exhibit A stating the number of Shares to be
purchased and by concurrently tendering payment by check equal to the
Exercise Price for the Shares being purchased upon such exercise.  Upon
exercise and payment, the certificate for the purchased Shares shall be
issued as soon as possible as fully-paid and non-assessable Shares.

     4. This Certificate and the Options granted herein and the Shares
issubable upon exercise are not transferable by the Optionee otherwise than
by will or the laws of descent and distribution, and

<PAGE>

shall be exercised only by the Optionee, subject to certain rights of the
Optionee's legal representative, as provided in the Plan.

     The Optionee acknowledges that he has no contractual right to require
the registration of the Option or the Shares; and the Optionee understands
that the Shares issued upon exercise of the Option shall have a legend on
the face thereof indicating the restrictions on transfer; and that such
Shares and the Option shall have stop transfer instructions issued against
the same.

     At the time of any exercise of the within Option, the Optionee shall
represent to and agree with the Company in writing that he is acquiring the
Shares in respect of which the Option is being exercised for the purpose
of investment and not with a view to distribution.

     The Company shall not be obligated to take any other affirmative action
in order to cause or facilitate the exercise of the Option or the issuance
of Shares pursuant thereto to comply with any state or federal law, rule or
regulation.

     Any transfer in violation of this Section may cause termination of the
Option.

     5. This Option shall be subject to exercise as provided herein and as
provided by the terms of the Plan and shall, in accordance with such terms,
be binding upon the Company and the Optionee.

     6. This Certificate shall be governed by and construed in accordance
with the laws of the State of Florida.

     IN WITNESS WHEREOF, Dialysis Corporation of  America has hereunto set
its hand as of the 21st day of May, 1999.

                                       DIALYSIS CORPORATION OF AMERICA

                                          /s/ Bart Pelstring

                                       By:--------------------------------
                                          BART PELSTRING, President