This
        AMENDMENT NO. 2 TO CREDIT AGREEMENT (this ** “ Amendment ”),
        dated
        as of February 14, 2006, is entered into by and between DIALYSIS CORPORATION
        OF
        AMERICA, a Florida corporation (herein, together with its successors and
        assigns, the “ Borrower ”),
        and
        KEYBANK NATIONAL ASSOCIATION, a national banking association (herein, together
        with its successors and assigns, the “ Lender ”).
  PRELIMINARY
        STATEMENTS:
  (1)  The
        Borrower and the Lender entered into the Credit Agreement, dated as of
        October 24, 2005 (as amended, the “ Credit
        Agreement ”;
        capitalized terms used herein and not defined herein are used herein as defined
        in the Credit Agreement).
  (2)  The
        parties
        hereto desire to modify certain terms and provisions of the Credit
        Agreement.
  NOW,
        THEREFORE, the parties hereto agree as follows:
  SECTION
        1.  AMENDMENT. Section
        6.3 of the Credit Agreement is hereby amended effective as of February 1,
        2006,
        by (1) deleting the period (“.”) from the end of clause (c) thereof and
        inserting a semicolon and the word “and” (“; and”) in its place and (2)
        inserting the following new clause (d) thereto:
  (d)  Liens
        on
        the assets purchased by the Borrower to and as and to the extent described
        in
        the Asset Purchase Agreement, dated as of February 14, 2006 (and effective
        as of
        February 1, 2006), by and between DCA of Kilmarnock, LLC, a Subsidiary of
        the
        Borrower, and DVA Healthcare Renal Care, Inc. so long as the cost or fair
        market
        value of such assets does not at any time exceed $250,000.
  SECTION
        2.  REPRESENTATIONS
        AND WARRANTIES. The
        Borrower represents and warrants to the Lender as follows :
  2.1.  Authorization,
        Validity and Binding Effect .
        This
        Amendment has been duly authorized by all necessary corporate action on the
        part
        of the Borrower, has been duly executed and delivered by a duly authorized
        officer or officers of the Borrower, and constitutes the valid and binding
        agreement of the Borrower, enforceable against the Borrower in accordance
        with
        its terms.
  2.2.  Representations
        and Warranties True and Correct .
        The
        representations and warranties of the Borrower contained in the Credit
        Agreement, as amended hereby, are true and correct on and as of the date
        hereof
        as though made on and as of the date hereof, except to the extent that such
        representations and warranties expressly relate to a specified date, in which
        case such representations and warranties are hereby reaffirmed as true and
        correct when made.
  2.3.  No
        Event of Default .
        After
        giving effect to this Amendment, no condition or event has occurred or exists
        that constitutes or that, after notice or lapse of time or both, would
        constitute a Default or an Event of Default.
  
  2.4.  No
        Claims .
        The
        Borrower is not aware of any claim or offset against, or defense or counterclaim
        to, any of its obligations or liabilities under the Credit Agreement or any
        other Credit Document.
  SECTION
        3.  RATIFICATIONS. Except
        as
        expressly modified and superseded by this amendment, the terms and provisions
        of
        the Credit Agreement are ratified and confirmed and shall continue in full
        force
        and effect .
  SECTION
        4.  CONDITIONS
        PRECEDENT. The
        amendments set forth in Section 1 hereof shall become effective as of the
        date first written above if on or before the date hereof, the following
        conditions have been satisfied :
  (a)  this
        Amendment shall have been executed by the Borrower and the Lender, and
        counterparts hereof as so executed shall have been delivered to the
        Lender;
  (b)  the
        Borrower shall have caused each Guarantor to consent and agree to and
        acknowledge the terms of this Amendment; and
  (c)  the
        Borrower
        shall have provided such other items and shall have satisfied such other
        conditions as may be reasonably required by the Lender.
  SECTION
        5.  MISCELLANEOUS.
  5.1.  Successors
        and Assigns .
        This
        Amendment shall be binding upon and inure to the benefit of the Borrower
        and the
        Lender and their respective successors and assigns.
  5.2.  Survival
        of Representations and Warranties .
        All
        representations and warranties made in this Amendment shall survive the
        execution and delivery of this Amendment, and no investigation by the Lender
        or
        any subsequent Loan shall affect the representations and warranties or the
        right
        of the Lender to rely upon them.
  5.3.  Reference
        to Credit Agreement .
        The
        Credit Agreement and any and all other agreements, instruments or documentation
        now or hereafter executed and delivered pursuant to the terms of the Credit
        Agreement as amended hereby, are hereby amended so that any reference therein
        to
        the Credit Agreement shall mean a reference to the Credit Agreement as amended
        hereby.
  5.4.  Expenses .
        As
        provided in the Credit Agreement, but without limiting any terms or provisions
        thereof, the Borrower agrees to pay on demand all costs and expenses incurred
        by
        the Lender in connection with the preparation, negotiation, and execution
        of
        this Amendment, including without limitation the costs and fees of the Lender’s
        special legal counsel, regardless of whether this Amendment becomes effective
        in
        accordance with the terms hereof, and all costs and expenses incurred by
        the
        Lender in connection with the enforcement or preservation of any rights under
        the Credit Agreement, as amended hereby.
  5.5.  Severability .
        Any
        term or provision of this Amendment held by a court of competent jurisdiction
        to
        be invalid or unenforceable shall not impair or invalidate the remainder
        of this
        Amendment and the effect thereof shall be confined to the term or provision
        so
        held to be invalid or unenforceable.
  
  5.6.  Applicable
        Law .
        This
        Amendment shall be governed by and construed in accordance with the laws
        of the
        State of Ohio, without regard to principles of conflicts of laws.
  5.7.  Headings .
        The
        headings, captions and arrangements used in this Amendment are for convenience
        only and shall not affect the interpretation of this Amendment.
  5.8.  Entire
        Agreement .
        This
        Amendment is specifically limited to the matters expressly set forth herein.
        This Amendment and all other instruments, agreements and documentation executed
        and delivered in connection with this Amendment embody the final, entire
        agreement among the parties hereto with respect to the subject matter hereof
        and
        supersede any and all prior commitments, agreements, representations and
        understandings, whether written or oral, relating to the matters covered
        by this
        Amendment, and may not be contradicted or varied by evidence of prior,
        contemporaneous or subsequent oral agreements or discussions of the parties
        hereto. There are no oral agreements among the parties hereto relating to
        the
        subject matter hereof or any other subject matter relating to the Credit
        Agreement.
  5.9.  Waiver
        of Claims .
        The
        Borrower, by signing below, hereby waives and releases the Lender and its
        directors, officers, employees, attorneys, affiliates and subsidiaries from
        any
        and all claims, offsets, defenses and counterclaims of which Borrower is
        aware,
        such waiver and release being with full knowledge and understanding of the
        circumstances and effect thereof and after having consulted legal counsel
        with
        respect thereto.
  5.10.  Counterparts .
        This
        Amendment may be executed by the parties hereto separately in one or more
        counterparts, each of which when so executed shall be deemed to be an original,
        but all of which when taken together shall constitute one and the same
        agreement. Transmission by a party to another party (or its counsel) via
        facsimile or electronic mail of a copy of this Amendment (or a signature
        page of
        this Amendment) shall be as fully effective as delivery by such transmitting
        party to the other parties hereto of a counterpart of this Amendment that
        had
        been manually signed by such transmitting party.
  5.11.  JURY
        TRIAL WAIVER .
        THE
        BORROWER AND THE LENDER EACH WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE
        IN
        RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN
        THE BORROWER AND THE LENDER, ARISING OUT OF, IN CONNECTION WITH, RELATED
        TO, OR
        INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH
        THIS
        AMENDMENT, THE CREDIT AGREEMENT, THE NOTE OR OTHER RELATED WRITING, INSTRUMENT,
        DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE
        TRANSACTIONS RELATED THERETO.
  [Remainder
        of page intentionally left blank.]
  
 
 IN
        WITNESS WHEREOF, this Amendment has been duly executed and delivered as of
        the
        date first above written.
  
 BORROWER:
                
                DIALYSIS
                  CORPORATION OF AMERICA
                
                By:
                Name:Stephen
                  W. Everett
                Title:President
                  and Chief Executive OfficerLENDER:
                
                KEYBANK
                  NATIONAL ASSOCIATION
                
                By:
                Name:J.T.
                  Taylor
                Title:Senior
                  Vice President
 
  GUARANTOR
        ACKNOWLEDGMENT AND AGREEMENT
 
 Each
        of
        the undersigned consents and agrees to and acknowledges the terms of the
        foregoing Amendment No. 2 to Credit Agreement, dated as of February ___,
        2006.
        Each of the undersigned specifically acknowledges the terms of and consent
        to
        the waivers set forth therein. Each of the undersigned further agrees that
        the
        obligations of each of the undersigned pursuant to the Closing Date Guaranty
        executed by each of the undersigned shall remain in full force and effect
        and be
        unaffected hereby.
  Each
        of
        the undersigned, by signing below, hereby waives and releases the Lender
        and its
        respective directors, officers, employees, attorneys, affiliates and
        subsidiaries from any and all claims, offsets, defenses and counterclaims
        of
        which any of the undersigned is aware, such waiver and release being with
        full
        knowledge and understanding of the circumstances and effect thereof and after
        having consulted legal counsel with respect thereto.
  EACH
        OF
        THE UNDERSIGNED WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING
        ANY
        DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THE
        UNDERSIGNED, THE BORROWER AND/OR THE LENDER, ARISING OUT OF, IN CONNECTION
        WITH,
        RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
        CONNECTION WITH THIS AGREEMENT, THE CREDIT AGREEMENT, THE NOTE OR OTHER RELATED
        WRITING, INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
        HEREWITH OR THE TRANSACTIONS RELATED THERETO.
  IN
        WITNESS WHEREOF, each of the undersigned has duly executed and delivered
        this
        Guarantor Acknowledgement and Agreement as of the date first written
        above.
  DCA
        Medical Services, Inc.
 DCA
        of
        Adel, LLC
 DCA
        of
        Calhoun, LLC
 DCA
        of
        Central Valdosta, LLC
 DCA
        of
        Fitzgerald, LLC
 DCA
        of
        Hawkinsville, LLC
 DCA
        of
        So. Ga., LLC
 DCA
        of
        Royston, LLC
 DCA
        of
        Rockville, LLC
 DCA
        of
        Norwood, LLC
 DCA
        of
        Lemoyne, Inc.
 DCA
        of
        Mechanicsburg, LLC
 DCA
        of
        Wellsboro, Inc.
 Keystone
        Kidney Care, Inc.
 DCA
        of
        Warsaw, LLC
 DCA
        of
        Aiken, LLC
 DCA
        of
        Aiken II, LLC
 DCA
        of
        Barnwell, LLC
 DCA
        of
        Edgefield, LLC
  By:_______________________________________
 Name: Stephen
          W. Everett
 Title:
          President
          of each of the foregoing Guarantors
 
 
 
 DIALYSIS
        CORPORATION OF AMERICA
 *as
        the Borrower* ,
 
 and
 
 KEYBANK
        NATIONAL ASSOCIATION,
 *as
        the Lender*
 
 
 _____________________
 
 AMENDMENT
        NO. 2
 to
 CREDIT
        AGREEMENT
 dated
        as
        of
 February
        14, 2006
 _____________________