AMENDMENT TO EMPLOYMENT AGREEMENT



        This Amendment to Employment Agreement ("Amendment") is made and
   entered into this 30th day of September, 1996, by and between NuMED Home
   Health Care, Inc., a Nevada corporation ("NuMED" or the "Company") and
   Susan J. Carmichael ("Executive") currently holding the position of
   President.

        WHEREAS, NuMED and Executive entered into an Employment Agreement
   ("Agreement") dated September 1, 1995, which Agreement remains in full
   force and effect; and

        WHEREAS, NuMED and Executive believe that it is in the best interest
   of NuMED to Amend the Agreement in order to eliminate certain provisions
   that might be deemed contrary to the Company's present interest: and

        WHEREAS, Executive is willing to eliminate the provision in question
   in order to enhance the company's long-term marketability;

        NOW THEREFORE, in consideration of the terms and conditions set forth
   in this Amendment, the parties agree as follows:

        1.   Section 7.7 of the Agreement is hereby deleted from the
             Agreement and its terms and conditions are null and void.

        2.   The Executive acknowledges that NuMED owes no obligation to
             Executive pursuant to Section 7.7 of the Agreement during the
             time such provision was in effect.

        3.   In consideration for eliminating Section 7.7 and the obligations
             imposed thereby, NuMED hereby awards to Executive Two Hundred
             Seventy Thousand (270,000) warrants for the Company's Common
             Stock on the following terms:

                  a.   the warrant price is Two Dollars and
                       Seventy-five Cents ($2.75) per share;

                  b.   the warrants may be exercised at any time
                       during the term of the Agreement or any
                       extension or renewal of the Agreement; and, 

                  c.   any warrant outstanding and unexercised when
                       the term of the Employment Agreement, or any
                       extension thereof, concludes, is forfeited
                       and the executive has no rights thereto.

        4.   This Amendment encompasses the entire Amendment of the Agreement
             by the parties to the Agreement and is the writing called for in
             Section 11.1 of the Agreement.


        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
   be executed the day and year first above-written.

   EXECUTIVE                     NuMED HOME HEALTH CARE, INC.



   /s/ Susan J. Carmichael       By:/s/ Jugal K. Taneja   
   Susan J. Carmichael


   Date: 9/30/96                      Date: 9/30/96

   <PAGE>
   No. _________________                                270,000 Common Shares


                          COMMON STOCK PURCHASE WARRANT

                          NuMED Home Health Care, Inc.


               Incorporated Under the Laws of the State of Nevada



        This certifies that, for value received, Susan J. Carmichael, the
   registered holder hereof or registered assigns (the "Holder"), is entitled
   to purchase from NuMED Home Health Care, Inc., a Nevada corporation (the
   "Company"), at any time after October 1, 1996 and prior to the termination
   of the Employment Agreement dated September 1, 1995 by and between the
   Holder and the Company, as amended by the First Amendment to the
   Employment Contract dated October 1, 1996 (collectively referred herein as
   the "Employment Agreement"), at the purchase price of $2.75 per share (the
   "Warrant Price") the number of shares of Common Stock of the Company (the
   "Common Stock"), which is equal to the number of Warrants set forth above.
   The number of shares purchasable upon exercise of this Warrant and the
   Warrant Price per share shall be subject to adjustment from time to time
   as set forth below.  Warrants which are unexercised and outstanding on the
   expiration date or termination date of the Employment Agreement shall
   expire and be cancelled and retired. This Warrant does not entitle any
   Holder hereof to any of the rights of a shareholder of the Company.

        1.   Exercise. This Warrant may be exercised in whole or in part by
   presentation of this Warrant with the Purchase Form attached to this
   Warrant duly executed and simultaneous payment of the Warrant Price
   (subject to adjustment) at the principal office of the Company. Payment of
   such price shall be made at the option of the Holder hereof in cash or by
   check or wire transfer, or any combination thereof. Upon any partial
   exercise of this Warrant, there shall be countersigned and issued to the
   Holder hereof a new Warrant in respect of the shares of Common Stock as to
   which this Warrant shall not have been exercised. No fractional shares
   will be issued upon the exercise of this Warrant, but the Company shall
   pay the cash value of any fraction upon the exercise of one or more
   Warrants.

        2.   Reservation of Warrant Shares. There have been reserved, and the
   Company shall at all times keep reserved, out of its authorized Common
   Stock, a number of shares of Common Stock sufficient to provide for the
   exercise of the rights of purchase represented by the outstanding
   Warrants. The Transfer Agent for the Common Stock and every subsequent
   transfer agent for any shares of the Company's capital stock issuable upon
   the exercise of any of the rights of purchase aforesaid will be
   irrevocably authorized and directed at all times to reserve such number of
   authorized shares as shall be requisite for such purpose.

        3.   Adjustment of Warrant Price and Number of Warrant Shares. The
   number and kind of securities purchasable upon the exercise of each
   Warrant and the Warrant Price shall be subject to adjustment from time to
   time upon the happening of certain events, as hereinafter defined.

             3.1  Mechanical Adjustments.  The number of Warrant Shares
        purchasable upon the exercise of each Warrant and the Warrant Price
        shall be subject to adjustment as follows:

                  (a)  In case the Company shall (i) pay a dividend in shares
             of Common Stock or make a distribution in shares of Common
             Stock, (ii) subdivide its outstanding shares of Common Stock,
             (iii) combine its outstanding shares of Common Stock into a
             smaller number of shares of Common Stock or (iv) issue by
             reclassification of its shares of Common Stock other securities
             of the Company, the number of Warrant Shares purchasable upon
             exercise of each Warrant immediately prior thereto shall be
             adjusted so that the Holder of each Warrant shall be entitled to
             receive the kind and number of Warrant Shares or other
             securities of the Company which the Holder would have owned or
             have been entitled to receive after the happening of any of the
             events described above, had such Warrant been exercised
             immediately prior to the happening of such event or any record
             date with respect thereto. An adjustment made pursuant to this
             paragraph (a) shall become effective immediately after the
             effective date of such event retroactive to the record date, if
             any, for such event.

                  (b)  In case the Company shall issue rights, options or
             warrants to all holders of its outstanding Common Stock, without
             any charge to such holders, entitling them (for a period
             expiring within thirty (30) days after the record date mentioned
             below) to subscribe for or purchase shares of Common Stock at a
             price per share which is lower at the record date mentioned
             below than the then current market price per share of Common
             Stock (as defined in paragraph (d) below), the number of Warrant
             Shares thereafter purchasable upon the exercise of each Warrant
             shall be determined by multiplying the number of Warrant Shares
             theretofore purchasable upon exercise of each Warrant by a
             fraction, of which the numerator shall be (i) the number of
             shares of Common Stock outstanding on the date of issuance of
             such rights, options or warrants plus the number of additional
             shares of Common Stock offered for subscription or purchase, and
             of which the denominator shall be (ii) the number of shares of
             Common Stock outstanding on the date of issuance of such rights,
             options or warrants plus the number of shares which the
             aggregate offering price of the total number of shares of Common
             Stock so offered would purchase at the then current market price
             per share of Common Stock (as defined in paragraph (d) below).
             Such adjustment shall be made whenever such rights, options or
             warrants are issued, and shall become effective retroactively
             immediately after the record date for the determination of
             stockholders entitled to receive such rights, options or
             warrants.

                  (c)  In case the Company shall distribute to all holders of
             its shares of Common Stock evidences of its indebtedness or
             assets (excluding cash dividends or distributions payable out of
             consolidated earnings or earned surplus and dividends or
             distributions referred to in paragraph (a) above) or rights,
             options or warrants or convertible or exchangeable securities
             containing the right to subscribe for or purchase shares of
             Common Stock (excluding those referred to in paragraph (b)
             above), then in each case the number of Warrant Shares
             thereafter purchasable upon the exercise of each Warrant shall
             be determined by multiplying the number of Warrant Shares
             theretofore purchasable upon the exercise of each Warrant, by a
             fraction, of which the numerator shall be (i) the then current
             market price per share of Common Stock (as defined in paragraph
             (d) below) on the date of such distribution, and of which the
             denominator shall be (ii) the then current market price per
             share of Common Stock, less the then fair value (as determined
             by the Board of Directors of the Company, whose determination
             shall be conclusive) of the portion of the assets or evidences
             of indebtedness so distributed or of such subscription rights,
             options or warrants, or of such convertible or exchangeable
             securities applicable to one share of Common Stock. Such
             adjustment shall be made whenever any such distribution is made,
             and shall become effective on the date of distribution
             retroactive to the record date for the determination of
             shareholders entitled to receive such distribution.

                  (d)  For the purpose of any computation under this Section,
             the current or closing market price per share of Common Stock at
             any date shall be the average of the daily closing prices for
             fifteen (15) consecutive trading days commencing twenty (20)
             trading days before the date of such computation. The closing
             price for each day shall be the last reported sale price or, in
             case no such reported sale takes place on such day, the average
             of the closing bid and asked prices for such day, in either case
             on the principal national securities exchange on which the
             shares are listed or admitted to trading, or if they are not
             listed or admitted to trading on any national securities
             exchange, but are traded in the over-the-counter market, the
             average of the representative closing bid and asked quotations
             for the Common Stock on NASDAQ or any comparable system, or if
             the Common Stock is not listed on NASDAQ or a comparable system,
             the average of the closing bid and asked prices as furnished by
             two members of the National Association of Securities Dealers,
             Inc. selected from time to time by the Company for that purpose.

                  (e)  No adjustment in the number of Warrant Shares
             purchasable hereunder shall be required unless such adjustment
             would require an increase or decrease of at least 1% in the
             number of Warrant Shares purchasable upon the exercise of each
             Warrant; provided, however, that any adjustments which by reason
             of this paragraph (e) are not required to be made shall be
             carried forward and taken into account in any subsequent
             adjustment. All calculations shall be made to the nearest one-
             thousandth of a share.

                  (f)  Whenever the number of Warrant Shares purchasable upon
             the exercise of each Warrant is adjusted, as herein provided,
             the Warrant Price payable upon exercise of each Warrant shall be
             adjusted by multiplying such Warrant Price immediately prior to
             such adjustment by a fraction, of which the numerator shall be
             the number of Warrant Shares purchasable upon the exercise of
             each Warrant immediately prior to such adjustment, and of which
             the denominator shall be the number of Warrant Shares so
             purchasable immediately thereafter.

                  (g)  In case the Company shall sell and issue shares of
             Common Stock, or rights, options, warrants or convertible or
             exchangeable securities containing the right to subscribe for or
             purchase shares of Common Stock (excluding (i) shares, rights,
             options, warrants or convertible or exchangeable securities
             issued in any of the transactions described in paragraphs (a),
             (b) or (c) of this Section, (ii) shares issuable upon exercise
             of stock options granted or to be granted to employees or
             directors of the Company, provided that the number of shares so
             excluded shall not exceed in the aggregate 200,000 shares,
             subject to adjustment under the terms of such stock options,
             (iii) the Warrant Shares, (iv) warrants to acquire shares of the
             Common Stock issued to any underwriter of the Company's common
             stock offered in a public offering; or (v) shares issued to
             shareholders of any corporation which is acquired by, merged
             into or becomes part of the Company or a subsidiary of the
             Company in an arm's length transaction between the Company and
             one or more unaffiliated third parties in proportion to their
             stock holdings of any such corporation immediately prior to such
             merger, upon such merger), at a price per share of Common Stock
             (determined, in the case of such rights, options, warrants or
             convertible or exchangeable securities, by dividing (i) the
             total amount received or receivable by the Company in
             consideration of the sale and issuance of such rights, options,
             warrants or convertible or exchangeable securities, plus the
             total consideration payable to the Company upon exercise or
             conversion or exchange thereof, by (ii) the total number of
             shares of Common Stock covered by such rights, options, warrants
             or convertible or exchangeable securities) lower than the then
             current market price per share of the Common Stock (as defined
             in paragraph (d) above), then the Warrant Price shall be reduced
             to a price (calculated to the nearest cent) determined by
             multiplying the Warrant Price in effect immediately prior
             thereto by a fraction, the numerator of which shall be (i) an
             amount equal to the sum of (A) the number of shares of Common
             Stock outstanding immediately prior to such sale and issuance
             plus (B) the number of shares of Common Stock which the
             aggregate consideration received (determined as provided below)
             for such sale or issuance would purchase at such current market
             value per share, and the denominator of which shall be (ii) the
             total number of shares of Common Stock outstanding immediately
             after such sale and issuance.  Such adjustment shall be made
             successively whenever such an issuance is made. The number of
             Warrant Shares purchasable upon the exercise of each Warrant
             shall be that number determined by multiplying the number of
             Warrant Shares issuable upon exercise immediately prior to such
             adjustment by a fraction, of which the numerator is the Warrant
             Price in effect immediately prior to such adjustment and the
             denominator is the Warrant Price as so adjusted. For the
             purposes of such adjustments, the shares of Common Stock which
             the holder of any such rights, options, warrants, or convertible
             or exchangeable securities shall be entitled to subscribe for or
             purchase shall be deemed to be issued and outstanding as of the
             date of such sale and issuance and the consideration received by
             the Company therefor shall be deemed to be the consideration
             received by the Company for such rights, options, warrants or
             convertible or exchangeable securities, plus the consideration
             or premiums stated in such rights, options, warrants or
             convertible or exchangeable securities to be paid for the shares
             of Common Stock covered thereby. In case the Company shall sell
             and issue shares of Common Stock or rights, options, warrants or
             convertible or exchangeable securities containing the right to
             subscribe for or purchase shares of Common Stock, for a
             consideration consisting, in whole or in part, of property other
             than cash or its equivalent, then in determining the "price per
             share of Common Stock" and the "consideration received by the
             Company" for purposes of the first sentence of this paragraph
             (g), the Board of Directors shall determine, in its discretion,
             the fair value of said property, and such determinations, if
             made in good faith, shall be binding upon all Holders.

                  (h)  For the purpose of this subsection 3.1, the term
             "shares of Common Stock" shall mean (i) the class of stock
             designated as the Common Stock of the Company at the date of
             this Agreement, or (ii) any other class of stock resulting from
             successive changes or reclassification of such shares consisting
             solely of changes in par value, or from par value to no par
             value, or from no par value to par value. In the event that at
             any time, as a result of an adjustment made pursuant to
             paragraph (a) above, the Holders shall become entitled to
             purchase any shares of the Company other than shares of Common
             Stock, thereafter the number of such other shares so purchasable
             upon exercise of each Warrant and the Warrant Price of such
             shares shall be subject to adjustment from time to time in a
             manner and on terms as nearly equivalent as practicable to the
             provisions with respect to the Warrant Shares contained in
             paragraphs (a) through (g), inclusive, above.

                  (i)  Upon the expiration of any rights, options, warrants
             or conversion or exchange privileges, if any thereof shall not
             have been exercised, the Warrant Price and the number of shares
             of Common Stock purchasable upon the exercise of each Warrant
             shall, upon such expiration, be readjusted and shall thereafter
             be such as it would have been had it been originally adjusted
             (or had the original adjustment not been required, as the case
             may be) as if (A) the only shares of Common Stock so issued were
             the shares of Common Stock, if any, actually issued or sold upon
             the exercise of such rights, options, warrants or conversion or
             exchange rights and (B) such shares of Common Stock, if any,
             were issued or sold for the consideration actually received by
             the Company upon such exercise plus the aggregate consideration,
             if any, actually received by the Company for the issuance, sale
             or grant of all of such rights, options, warrants or conversion
             or exchange rights whether or not exercised, provided, further,
             that no such readjustment shall have the effect of increasing
             the Warrant Price by an amount in excess of the amount of the
             adjustment initially made in respect to the issuance, sale or
             grant of such rights, options, warrants or conversion or
             exchange rights.

             3.2  Voluntary Adjustment by the Company. The Company may at its
        option, at any time during the term of the Warrants, reduce the then
        current Warrant Price to any amount deemed appropriate by the Board
        of Directors of the Company.

             3.3  Preservation of Purchase Rights Upon Reclassification,
        Consolidation, etc. In case of any consolidation of the Company with
        or merger of the Company into another corporation or in case of any
        sale or conveyance to another corporation of the property of the
        Company as an entirety or substantially as an entirety, the Company
        or such successor or purchasing corporation, as the case may be,
        shall execute an agreement that each Holder shall have the right
        thereafter upon payment of the Warrant Price in effect immediately
        prior to such action to purchase upon exercise of each Warrant the
        kind and amount of shares and other securities and property which he
        would have owned or have been entitled to receive after the happening
        of such consolidation, merger, sale or conveyance had such Warrant
        been exercised immediately prior to such action. Such agreement shall
        provide for adjustments, which shall be as nearly equivalent as may
        be practicable to the adjustments provided for in this Section 3. The
        provisions of this Section 3.3 shall similarly apply to successive
        consolidations, mergers, sales or conveyances.

        4.   Assignment and Successors.  This Warrant shall be assignable by
   each of the Company and Holder. All covenants and provisions of this
   Agreement by or for the benefit of the Company or the Holder shall bind
   and inure to the benefit of their respective successors and assigns
   hereunder.

        5.   Merger or Consolidation of the Company. The Company will not
   merge or consolidate with or into any other corporation unless the
   corporation resulting from such merger or consolidation (if not the
   Company) shall expressly assume the due and punctual performance and
   observance of each and every covenant and condition of this Agreement to
   be performed and observed by the Company.

        6.   Applicable Law. This Agreement and each Warrant issued hereunder
   shall be governed by and construed in accordance with the laws of the
   State of Florida without giving effect to principles of conflict of laws.

        7.   Entire Agreement/Amendment. This Agreement sets forth the entire
   agreement and understanding between the parties as to the subject matter
   hereof and merges and supersedes all prior discussions, agreements and
   undertakings of every kind and nature between the parties with respect to
   the subject matter of this Agreement. Except as amended by this Amendment,
   all other provisions of the Agreement shall remain in full force and
   effect. The Agreement or this Amendment shall not be further changed,
   modified, cancelled or amended except by writings signed by both parties.

        8.   Counterparts. This Agreement may be executed in any number of
   counterparts and each of such counterparts shall for all purposes be
   deemed to be an original, and all such counterparts shall together
   constitute but one and the same instrument.

        Witness the facsimile seal of the Company and the facsimile
   signatures of its duly authorized officers.



   /s/ Susan J. Carmichael            NuMED Home Health Care, Inc.
   Susan J. Carmichael

                                      By:/s/ Jugal K. Taneja          
                                           Chief Executive Officer



                                      Attest:/s/ Kimberlee Andrews    


   <PAGE>
                          NuMED HOME HEALTH CARE, INC.

                              WARRANT PURCHASE FORM


             Number of Warrants exercised ______________________________.

        The undersigned hereby irrevocably elects to exercise the right of
   purchase represented by the within Warrant for, and to purchase
   thereunder, shares of the stock provided for therein, and requests that
   certificates for such shares be issued in the name of:

   (Please Print Name, Address and Social Security No.)






   and, if said number of shares shall not be all the shares purchasable
   thereunder, that a new Warrant Certificate for the balance remaining of
   the shares purchasable under the within Warrant Certificate be registered
   in the name of the undersigned Holder or his Assignee as below indicated
   and delivered to the address stated below.



   DATED: _________________, 199__




   Name of Warrantholder or Assignee:____________________________________
                                     (Please Print)

   Address:



   Signature:

   Signature Guaranteed:         NOTE:  The above signature must correspond
                                 with the name as written upon the face of
                                 this Warrant Certificate in every
                                 particular, without alteration or
                                 enlargement or any change whatever, unless
                                 this Warrant has been assigned.