AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT


         The Management Services Agreement made and entered into by and between
DIALYSIS CORPORATION OF AMERICA, a Florida corporation ("Manager") and DCA OF
VINELAND, LLC, a New Jersey limited liability company ("Company") dated April
30, 1999 (the "Agreement"), is hereby amended in the following fashion:

         Section 3(c) is hereby amended to read as follows:

                  3.(c) deposit all collections directly into the Manager
         Account (as defined in Section 6.3) and make withdrawals from such
         Manager Account in accordance with this Agreement; and

         Section 4 is hereby amended by deleting the phrase "Company Account or
as transferred to the" in lines 9 and 10 and otherwise will remain the same.

         Section 6.1 is hereby amended by deleting the phrase "Company Account
or the" in line 6 and otherwise will remain the same.

         Section 6.3 is hereby amended to read as follows:

                  6.3 COMPANY ACCOUNT. The Company shall establish and control a
         bank account at a bank in Harrisburg, Pennsylvania, or other location
         to be mutually agreed upon by the parties ("Bank") acceptable to the
         Manager ("Company Account"). Capital contributions to the Company
         ("Contributions"), Manager Distributions as defined in Section 6.5, and
         any distributions, allocations of profits and losses, dissolutions and
         liquidations (collectively "Distributions") shall go directly into or
         flow from the Company Account. In connection with Contributions and
         Distributions, and throughout the time the Manager is providing
         Management Services, the Company hereby appoints the Manager as the
         Company's true and lawful agent and attorney-in-fact, and grants the
         Manager a special limited power of attorney, and the Manager hereby
         accepts such special, limited power of attorney and appointment, to
         deposit such Contributions in and pay out such Distributions from the
         Company Account. The Company shall execute any and all additional
         documents required by the Bank where the Company Account is held to
         effectuate the power of attorney granted herein. The Company also
         agrees to appoint the Manager as the Company's true and lawful agent
         and attorney-in-fact, and grants the Manager a special limited power of
         attorney, and the Manager hereby accepts such special limited power of
         attorney and appointment to collect and deposit all funds, fees and
         revenues generated by the Company and the Business into a bank account
         of the Manager ("Manager Account") by means to be designated by the
         Manager. The Company shall not revoke such special limited power of
         attorney for the Manager to collect and deposit such funds, fees and
         revenues to the Manager Account, other than upon the occurrence of a
         material default by the Manager which results in the Company's
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         termination of this Agreement. The Manager shall pay the Operating
         Expenses from funds in the Manager Account as required under the terms
         of this Agreement.

         Section 6.5 is hereby amended to become Section 6.6, with a new Section
6.5 added to read as follows:

                  6.5 MANAGEMENT DISTRIBUTIONS. Subject to the provisions of the
         Company's Operating Agreement and to any financing arrangement or
         facility to which the Manager is or may become a party, the Manager
         shall make quarterly distributions ("Manager's Distributions" as more
         particularly defined in this Section 6.5) to the Company Account of
         cash, if any, in and from the Manager Account, which represents only
         those Net Revenues generated by the Company and not from any other
         source, less Operating Expenses and those additional amounts as the
         Manager may determine are necessary and reasonable reserves for the
         payment of Operating Expenses, debt payments, capital improvements and
         other purposes for the operation of the Facility and Business
         ("Reasonable Reserves"). Absent such excess cash from Net Revenues less
         the Operating Expenses and amounts for Reasonable Revenues, or if such
         excess cash is less than $5,000, the Manager will not be obligated to
         make a Manager's Distribution for that quarter, provided, excess cash
         will be deemed cumulative and attributed to the next succeeding
         quarterly computation of the Manager's Distributions.

         All other terms and provisions of the Management Services Agreement
will continue in full force and effect except as otherwise modified herein.

                              DCA OF VINELAND, LLC

                              a New Jersey limited liability company ("Company")

                              /s/ BART PELSTRING
                              -------------------------------------------
                              By: BART PELSTRING

                              Its: President

                              DIALYSIS CORPORATION OF AMERICA
                              a Florida corporation ("Manager")

                              /s/ STEPHEN W. EVERETT
                              -------------------------------------------
                              By: STEPHEN W. EVERETT
                              Its: Vice President

Reviewed, acknowledged and accepted:

VINELAND DIALYSIS PROFESSIONALS, L.L.C.

/s/ DAVID BLECKER
-------------------------------------
By:  DAVID BLECKER, M.D.
Its: President


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