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                                                                   EXHIBIT 10.01

                     NOTE AND LOAN MODIFICATION, ASSUMPTION
                     --------------------------------------
                              AND RELEASE AGREEMENT
                              ---------------------


         THIS NOTE AND LOAN MODIFICATION, ASSUMPTION AND RELEASE AGREEMENT (the
"Agreement") is entered into this _______ day of November, 1997, by and between
BARNETT BANK, N.A., a national banking association, as successor by merger to
BARNETT BANK OF PINELLAS COUNTY, a Florida banking corporation (the "Lender"),
and CONTOUR MEDICAL, INC., a Nevada corporation, duly authorized to do business
in the States of Florida and Georgia ("Contour Medical"), CONTOUR MEDICAL OF
CENTRAL FLORIDA, INC., a Florida corporation, formerly known as CONTOUR
FABRICATORS OF FLORIDA, INC., a Florida corporation ("Contour Medical Central
Florida"), QUEST MEDICAL SUPPLY, INC., a Georgia corporation, duly authorized to
do business in the States of Florida, North Carolina, Oregon and Tennessee
("Quest Medical"), AMERIDYNE CORPORATION, a Tennessee corporation ("AmeriDyne"),
ATLANTIC MEDICAL SUPPLY COMPANY, INC., a Georgia corporation, duly authorized to
do business in the States of Florida and North Carolina ("Atlantic Medical"),
AMERICARE HEALTH SERVICES CORP., a Delaware corporation, duly authorized to do
business in the State of Georgia ("Americare Health"), AMERICARE GROUP
PURCHASING CORP., a Delaware corporation, duly authorized to do business in the
State of Florida ("Americare Group"), and FACILITY SUPPLY, INC., a Florida
corporation ("Facility"),jointly and severally (Contour Medical, Contour Medical
Central Florida, Quest Medical, AmeriDyne, Atlantic Medical, Americare Health,
Americare Group, and Facility will be sometimes collectively referred to below
as the "Borrowers"), and RETIREMENT CARE ASSOCIATES, INC., a Colorado
corporation, duly authorized to do business in the State of Florida (the
"Guarantor"), (the Borrowers and the Guarantor will be sometimes collectively
referred to below as the "Borrower Group"), and is made in reference to the
following facts:


                                  ORIGINAL LOAN
                                  -------------

         (A) On or about September 20, 1996, the Lender made a revolving line of
credit loan to the Borrowers, excluding Quest Medical and including CONTOUR
MEDICAL -MICHIGAN, INC., a Michigan corporation, formerly known as CONTOUR
FABRICATORS, INC., a Michigan corporation ("Contour Fabricators") (collectively
the "Initial Borrowers") in the original principal amount of SEVEN MILLION AND
NO/100 DOLLARS ($7,000,000.00) (the "Initial Loan"). The Initial Loan was
evidenced by the following instruments and documents, all dated September 20,
1996:

             (i)   Revolving Line of Credit Note executed by the Initial
Borrowers in favor of the Lender in the principal amount of the Initial Loan
(the "Initial Note");

             (ii)  Guaranty Agreement executed by the Guarantor in favor of the
Lender (the "Initial Guaranty");




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             (iii) Security Agreement executed by the Initial Borrowers in favor
of Lender (the "Security Agreement");

             (iv)  Ten (10) UCC-1 Financing Statements separately executed by
the Initial Borrowers, as applicable, as debtors, and Lender, as secured party,
which were filed with the Secretary of State of the States of Florida, Michigan,
Tennessee, and North Carolina, and with the Clerk of the Superior Court for
Columbia County, Georgia (collectively the "Initial UCCs");

             (v)   Loan Agreement executed by the Lender, the Initial Borrowers,
and the Guarantor (the "Loan Agreement");

             (vi)  Agreement Waiving Right to Jury Trial executed by Lender and
Borrower Group (the "Initial Jury Waiver");

             (vii) Environmental Agreement executed by Lender and Borrowers (the
"Environmental Agreement"); and

             (vi)  Numerous other miscellaneous documents (collectively the
"Other Initial Documents").

The Initial Guaranty, Security Agreement, Initial UCCs, Loan Agreement, Initial
Jury Waiver, Environmental Agreement, and Other Initial Documents will be
sometimes collectively referred to below as the "Instruments of Security". The
Initial Note and the Initial Instruments of Security will be sometimes
collectively referred to below as the "Initial Loan Documents". The Initial
Instruments of Security encumbered the personal property owned by the Initial
Borrowers as described therein as a first lien thereon in favor of Lender
(collectively the "Initial Collateral").

         (B) On or about May 27, 1997, the Lender modified the Initial Loan and
the Initial Loan Documents, to, among other things: (i) increase the original
principal amount of the Initial Loan from SEVEN MILLION AND NO/100 DOLLARS
($7,000,000.00) to TEN MILLION AND NO/100 DOLLARS ($10,000,000.00) (the "First
Modified Loan"), increasing the original principal amount of the Initial Loan by
THREE MILLION AND NO/100 DOLLARS ($3,000,000.00); and (ii) modify the Initial
Instruments of Security so as to, among other things, secure the original
principal amount of the First Modified Loan (the "First Loan Modification
Transaction"). Incident to the First Loan Modification Transaction, the
following documents and instruments were executed to evidence the First Modified
Loan, all of which were dated on or about May 27, 1997:

             (i)   Revolving Line of Credit Note executed by the Initial
Borrowers in favor of the Lender in the principal amount of the First Modified
Loan (the "First Modified Loan Note");


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             (ii)  Guaranty Agreement executed by the Guarantor in favor of the
Lender (the "Guaranty Agreement");

             (iii) Note and Loan Modification Agreement executed by the Lender,
the Initial Borrowers, and the Guarantor (the "First Modification Agreement");

             (iv)  One UCC-1 Financing Statement executed by the Contour
Medical, as debtor, and Lender, as secured party, which was recorded in the
County Records of Forsyth County, Georgia under File No. 58-1997-1564 (the
"Contour Medical Georgia UCC"); and

             (v)   Agreement Waiving Right to Jury Trial, dated May 27, 1997,
executed by Lender and Borrower Group (the "Jury Waiver");

             (v)   Numerous other miscellaneous documents (collectively the
"Other Modified Loan Documents").

The Guaranty Agreement, First Modification Agreement, Contour Medical Georgia
UCC, Jury Waiver and Other Modified Loan Documents will be sometimes
collectively referred to below as the "First Modified Loan Instruments of
Security".

         (C) On or about June 20, 1997, the Lender, the Initial Borrowers, and
the Guarantor executed a letter agreement, which, among other things, modified
certain terms and provisions of the Loan Agreement (the "Second Modification
Agreement").

         (D) On or about June 27, 1997, the Lender released all of the Initial
Collateral owned by Contour Fabricators (collectively the "Contour Fabricators
Released Collateral"), and a portion of the Initial Collateral owned by Contour
Medical Central Florida (collectively the "Contour Medical Central Florida
Released Collateral") (the Contour Fabricators Released Collateral and the
Contour Medical Central Florida Released Collateral will be sometimes
collectively referred to below as the "Released Collateral"), as evidenced by
the following documents and instruments, all of which were executed on or about
June 27, 1997:

             (i)   Letter agreement executed by Lender, the Initial Borrowers,
and the Guarantors (the "Third Modification Agreement");

             (ii)  UCC-3 Financing Statement (Release) executed by Lender, as
secured party, which released the Contour Fabricators Released Collateral, filed
with the Secretary of State of the State of Michigan (the "Contour Fabricators
UCC Release"); and

             (iii) UCC-3 Financing Statement (Release) executed by Lender, as
secured party, which released the Contour Medical Central Florida Released
Collateral, filed with the Secretary of State of the State of Florida (the
"Contour Medical Central Florida UCC Release").


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The Third Modification Agreement, the Contour Fabricators UCC Release, and the
Contour Medical Central Florida UCC Release will be sometimes collectively
referred to below as the "Third Modification Instruments of Security").

The Initial Instruments of Security, as modified by and together with the First
Modification Instruments of Security, the Second Modification Agreement, and the
Third Modification Instruments of Security, will be sometimes collectively
referred to below as the "Instruments of Security". The First Modified Loan Note
and the Instruments of Security will be sometimes collectively referred to below
as the "Loan Documents". The Instruments of Security encumber the Remaining
Collateral as a first lien thereon in favor of the Lender.

         (E) On or about the date hereof, the Lender has agreed to: (i) increase
the original principal amount of the First Modified Loan from TEN MILLION AND
NO/100 DOLLARS ($10,000,000.00) to FIFTEEN MILLION AND NO/100 DOLLARS
($15,000,000.00) (the "Loan"), increasing the original principal amount of the
First Modified Loan by FIVE MILLION AND NO/100 DOLLARS ($5,000,000.00) (the
"Principal Amount Increase"), and (ii) modify the Instruments of Security, so as
to, among other things: (i) secure the original principal amount of the Loan, as
increased by the Principal Amount Increase; (ii) release Contour Fabricators as
a co-borrower of all obligations, liabilities and responsibilities under the
Loan; (iii) permit the assumption of the Loan by Quest Medical as a co-borrower;
and (iv) to spread the lien of the Instruments of Security to encumber the Quest
Medical Collateral (as defined below) as a first lien thereon (collectively the
"Loan Modification Transaction").

         (F) The Borrowers have requested the Lender to make the Loan and enter
into the Loan Modification Transaction, the Lender is agreeable to such, subject
to the terms and provisions of this Agreement.

         NOW THEREFORE, for and in consideration of the premises and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:


                           ARTICLE ONE - INTRODUCTION

         1.1 Recitals. The statements contained in the recitals of fact set
forth above (the "Recitals") are true and correct, and the Recitals by this
reference are made a part hereof.

         1.2 Exhibits. The exhibits that are attached to this Agreement are by
this reference made a part hereof.

         1.3 Abbreviations and Definitions. The following abbreviations and
definitions will be used for purposes of this Agreement.


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             (a)   The abbreviations of the parties set forth in the Preamble
will be used for purposes of this Agreement.

             (b)   The abbreviations and definitions set forth in the Recitals
will be used for purposes of this Agreement.

             (c)   The term "Agreement" shall mean the Note and Loan
Modification, Assumption and Release Agreement between the parties set forth
below.

             (d)   The term "Collateral" means collectively the tangible and
intangible personal property owned by the Borrowers encumbered by the
Instruments of Security, as modified by this Agreement, in favor of Lender, as a
first lien thereon, as more particularly described in Exhibit "A" attached
hereto, which is comprised of the Remaining Collateral and the Quest Medical
Collateral (as defined below).

             (e)   The term "Convertible Debentures" shall mean the two
convertible debentures issued by Contour Medical, Contour Fabricators, Contour
Medical Central Florida, and AmeriDyne as of July 12, 1996, in the principal
amounts of TWO MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($2,500,000.00)
each, in favor of: (i) River Oaks Trust Company, FBO, and Renaissance Capital
Growth & Income Fund III, Inc., as to Debenture No. 1; and (ii) River Oaks Trust
Company, FBO, and Renaissance US Growth & Income Trust PLC, as to Debenture No.
2 (collectively the "Debenture Lenders").

             (f)   The term "Locations" or "Property" shall mean the present
locations in various states on which the Collateral is located from time to
time, including those present locations as described in Exhibit "B" attached,
together with those locations approved by Lender from time to time hereafter
during the term of the Loan.

             (g)   The term "Quest Medical Collateral" shall mean the Collateral
owned by Quest Medical, as described in Exhibit "A", and, as applicable, located
on the Property.

         1.4 Outstanding Indebtedness. The unpaid principal balance of the Note
as of the date of this Agreement is TEN MILLION AND NO/100 DOLLARS
($10,000,000.00).


                  ARTICLE TWO - WARRANTIES AND REPRESENTATIONS

         2.1 Warranties and Representations of the Borrower. The Borrower
warrants and represents to the Lender as follows:

             (a)   Contour Medical is a corporation duly formed, validly
existing and in good standing under the laws of the State of Nevada, and is duly
authorized to do business in the State of Florida. Contour Medical Central
Florida is a corporation duly formed, validly existing and in good standing
under the laws of the State of Florida. Quest Medical is a 


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corporation, duly formed, validly existing and in good standing under the laws
of the State of Georgia, and is duly authorized to do business under the laws of
the States of Florida, North Carolina, Oregon and Tennesse. AmeriDyne is a
corporation, duly formed, validly existing and in good standing under the laws
of the State of Tennessee. Atlantic Medical is a corporation, duly formed,
validly existing and in good standing under the laws of the State of Georgia.
Americare Health is a corporation duly formed, validly existing and in good
standing under the laws of the State of Delaware, and is duly authorized to do
business in the State of Georgia. Americare Group is a corporation duly formed,
validly existing and in good standing under the laws of the State of Delaware,
and is duly authorized to do business in the State of Florida. Facility is a
corporation duly formed, validly existing and in good standing under the laws of
the State of Florida. The Guarantor is a corporation duly formed, validly
existing and in good standing under the laws of the State of Colorado, and is
duly authorized to do business in the State of Florida.

             (b)   All required corporate action exists or has been accomplished
so as to duly authorize the officers of the Borrower Group set forth below to
execute this Agreement on behalf of the Borrower Group, so as to fully and
legally bind the Borrower to the terms and provisions of this Agreement;

             (c)   Consummation of the transactions contemplated hereunder will
not violate or result in a breach of or constitute a default under any provision
of any contract, lien, instrument, order, judgment, decree, ordinance,
regulation or other restriction of any kind by which the Borrower Group is bound
or affected;

             (d)   No representation or warranty by the Borrower Group in this
Agreement contains or will contain any untrue statement of a material fact or
omits or will omit to state a material fact necessary to make the statements
contained herein not misleading;

             (e)   The Loan Documents are current in all respects, and no
defaults exist thereunder, except for waiver granted by Lender for the interest
coverage ratio for June 30, 1997; and

             (f)   The Convertible Debentures are current in all respects, and
no defaults exist thereunder.

             (g)   All leases affecting the Property and Locations are current
in all respects, and no defaults exist thereunder.


              ARTICLE THREE - MODIFICATION, ASSUMPTION AND RELEASE

         3.1 Assumption of First Modified Loan. As of the date of this
Agreement, Quest Medical hereby assumes all liabilities, obligations and
responsibilities under the First 



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Modified Loan and the Loan Documents, as modified in this Agreement, as a
co-borrower. As such, following the date of this Agreement, Quest Medical shall
be fully liable for all obligations under the First Modified Loan and Loan
Documents, as modified by this Agreement, jointly and severally with the other
Borrowers.

         3.2 Release of Contour Fabricators. As of the date of this Agreement,
Contour Fabricators is hereby released of all liabilities, obligations and
responsibilities under the First Modified Loan and Loan Documents, with the
Borrowers, jointly and severally, remaining fully liable, obligated and
responsible under the First Modified Loan and the Loan Documents, as modified by
this Agreement.

         3.3 Modification of First Modified Note. As of the date of this
Agreement the First Modified Note is hereby modified, amended, and supplemented
as follows:

             (i)   The original principal amount of the First Modified Note is
hereby increased by the Principal Increase Amount from TEN MILLION AND NO/100
DOLLARS ($10,000,000.00) to FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00).

             (ii)  The term of the Note is extended through and including 
October 31, 1998.

             (iii) The Interest Rate (as defined in the First Modified Note) is
hereby amended as set forth in Section 3.4(e) below.

             (iv)  The terms and provisions of the First Modified Note are
hereby amended, modified and restated as set forth in Exhibit "C" attached
hereto (the "Note").

         3.4 Modification of Instruments of Security. The Instruments of
Security are hereby modified, amended and supplemented, as of the date of this
Agreement, as follows:

             (a)   Security for Note. The Instruments of Security, as modified
by this Agreement, shall secure the Note, as modified by and defined in this
Agreement.

             (b)   Property/Locations. The listing of the Locations comprising
the Property upon which the Collateral is located from time to time as set forth
in the Loan Documents, is hereby amended as set forth in Exhibit "A" attached
hereto, which includes two (2) additional Locations of Quest Medical: (i)
Meadows V, 6025 Shiloh Road, Alpharetta, Georgia 30005, and (ii) 14135 NE
Airport Way, Portland, Oregon 97230, and such additional Locations for the
Borrowers, as approved by Lender from time to time, in its sole discretion,
including without limitation those in: (i) Randolph, Massachusetts, (ii)
Sacramento, California, (iii) Ontario, California, (iv) Dallas, Texas, and (v)
Davie, Florida.

             (c)   Collateral. The Instruments of Security and specifically the
Security Agreement are hereby modified so as to encumber the Collateral owned by
the Borrowers as 


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described in Exhibit "A" attached, located at the Property and Locations,
including those set forth in Exhibit "B" attached, as a first lien thereon, as
security for the Note, as modified by this Agreement. 

             (d) Eligible Inventory.

                   (i) The definition and term of "Eligible Inventory" as
defined and described in Section 1.3 (j) (iii) of the Loan Agreement, as
modified by this Agreement, is hereby amended to read as follows:


         The term "Eligible Inventory" shall mean all of Borrowers' finished
         goods and merchandise held by Borrowers for immediate sale or other
         disposition to third party purchasers, including documents of title,
         wherever located, including but not limited to on or at the Property.
         Additionally, Eligible Inventory shall not include any inventory
         encumbered by or otherwise subject to a purchase money or third party
         lien or security interest, the net inventory number at AmeriCare Health
         Services (Medicare), and the "Nurses" inventory at Locations of
         Atlantic Medical. Finally, Eligible Inventory shall not include
         personal property that is customer owned, rental inventory,
         demonstration inventory, loaner inventory, slow moving inventory,
         obsolete inventory, inventory in which the Lender does not have a first
         perfected security interest, inventory where no landlord's waiver has
         been obtained, consignment inventory or proprietary inventory (all as
         determined by Lender in its sole discretion), or inventory not
         maintained on Borrowers' Property, and such other items as determined
         by Lender's Asset Based Lending Department in its sole and absolute
         discretion.

                   (ii) At all times during the term of the Loan and Loan
Documents, as modified by this Agreement, there shall be a borrowing cap on
Eligible Inventory for the Borrowers in the aggregate of $6,000,000.00.

             (e)   Definitions for Establishment of Interest Rate under Note.
The definitions as set forth in the Loan Agreement, as previously modified,
which shall be utilized in connection with the establishment and payment of the
Interest Rate (as defined in the Note) on and after the date of this Agreement
during the term of the Loan are hereby amended and restated as follows:

                   (i)   "Adjusted LIBOR Rate" for each Interest Period (as
             defined below) shall mean a daily rate of interest accruing on the
             outstanding principal balance under the Note from time to time, as
             follows:

                       (A) To the extent the Leverage is greater than 1.50:1.0,
                   the Adjusted LIBOR Rate shall be two and 25/100 percent
                   (2.25%) over the applicable LIBOR Rate.



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                       (B) To the extent the Leverage is equal to or less than
                   1:50:1.0 but equal to or greater than 1.25:1.0, the Adjusted
                   LIBOR Rate shall be two and no/100 percent (2.00%) over the
                   applicable LIBOR Rate.

                       (C) To the extent the Leverage is less than 1:25:1.0 but
                   equal to or greater than 1.00:1.0, the Adjusted LIBOR Rate
                   shall be one and 75/100 percent (1.75%) over the applicable
                   LIBOR Rate.

                       (D) To the extent the Leverage is less than 1.00:1.0, the
                   Adjusted LIBOR Rate shall be one and 50/100 percent (1.50%)
                   over the applicable LIBOR Rate.

                  (ii)   "Borrower's Quarterly Financials" mean the Borrowers'
             quarterly internally prepared financial statements, certified in
             favor of Lender by the appropriate chief financial officers of the
             Borrowers, which must be provided to Lender in accordance with the
             Loan Documents, as modified by this Agreement, no later than
             forty-five (45) days following the end of each fiscal quarter of
             the Borrowers (which is the same for all Borrowers) during the term
             of the Loan.

                  (iii)  "Business Banking Day" means each day, other than a
             Saturday, Sunday or any holiday on which commercial banks in
             Jacksonville, Florida are closed for business.

                  (iv)   "Default" means any event or condition which, with the
             giving or receipt of notice or lapse of time or both, would
             constitute an Event of Default hereunder or under the Loan
             Documents.

                  (v)    "Dollars" and the symbol "$" means dollars constituting
             legal tender for the payment of public and private debts in the
             United States of America.

                  (vi)   "Interest Period" means each interest period of a LIBOR
             Loan, which shall commence on the date of the Note through and
             including next Interest Rate Determination Date (as defined below),
             and thereafter, commencing on each applicable Interest Rate
             Adjustment Date through and including each applicable Interest Rate
             Determination Date; provided however, no Interest Period for a
             LIBOR Loan as determined in the manner provided for herein shall
             include or extend beyond the Maturity Date of the Loan (as defined
             in the Note).

                  (vii)  "Interest Rate Adjustment Date" means the day
             immediately following each applicable Interest Rate Determination
             Date (as defined below).

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                  (viii) "Interest Rate Determination Date" means each
             applicable date for calculating the Adjusted LIBOR Rate for
             purposes of determining the Interest Rate in respect of an Interest
             Period, which date shall be the date of receipt of each applicable
             Borrowers' Quarterly Financials during the term of the Loan.

                  (ix)   The term "Leverage" means the following definition as
             presently set forth in the Loan Agreement, as previously modified,
             as to the financing information, requirements, and covenants to be
             maintained by Borrower during the term of the Loan: "Borrowers'
             Total Debt less $5,000,000 Convertible Debentures divided by
             Tangible Net Worth plus $5,000,000 Convertible Debentures of the
             Borrowers, on a consolidated basis, as defined by GAAP, not to
             exceed 1.75:1.0, as measured quarterly during the term of the
             Loan."

                  (x)    The term "Leverage Calculation" means Lender's
             calculation of the Leverage based upon the information contained in
             each applicable Borrower's Quarterly Financials. Provided however,
             Lender may, in its sole discretion, utilize the annual audited
             financial statements of the Borrowers to be provided to Lender
             pursuant to the terms of the Loan Agreement, as modified by this
             Agreement, in addition to the Borrowers' Quarterly Financials, as
             to Lender's Leverage Calculation.

                  (xi)   "LIBOR Loan" means a loan for which the rate of
             interest is determined by reference to the LIBOR Rate.

                  (xii)  "LIBOR Rate" means for any LIBOR Loan, in respect of
             the Interest Period, the rate for deposits in Dollars in the London
             Interbank market, which appears on the LIBOR Rate Reference Page as
             of 11:00 A.M. (London time) on the day that is two (2) London
             Banking Days (defined below) preceding the first Business Banking
             Day of the Interest Period, prior to the commencement of the
             applicable Interest Period in an amount approximately equal to the
             principal amount of, and for a period comparable to the Interest
             Period for, such LIBOR Loan. If at least two (2) such offered rates
             appear on the LIBOR Rate Reference Page, the rate will be the
             arithmetic mean of such offered rates. Notwithstanding the
             provisions of this paragraph, Lender may, in its sole discretion,
             use rate quotations for daily or annual periods in lieu of
             quotations for substantially equivalent monthly periods.

                  (xiii) "LIBOR Rate Reference Page" means either (a) the
             Reuters Screen LIBOR Page, (b) the Dow Jones Telerate Page 3750 or
             (c) such other nationally recognized source, as either may from
             time to time to be


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             used by Lender in its sole discretion as a reference for 
             determining any applicable LIBOR Rate.

                  (xiv)  "Loan" means the Loan evidenced by the Note.

                  (xv)   "London Banking Day" shall mean each day other than a
             Saturday, a Sunday or any holiday on which commercial banks in
             London, England are closed for business.

                  (xvi)  "Regulation D" means Regulation D of the Board of
             Governors of the Federal Reserve System, as the same may be amended
             or supplemented from time to time.

                  (xvii) "Regulatory Change" means any change effective after
             the date of this Agreement in United States Federal or state laws
             or regulations (including Regulation D and capital adequacy
             regulations) or foreign laws or regulations or the adoption or
             making after such date of any interpretations, directives or
             requests applying to a class of banks which includes the Lender,
             under any United States Federal or state or foreign laws or
             regulations (whether or not having the force of law) by any court
             or governmental or monetary authority charged with the
             interpretation or administration thereof.


             (f)   Determination of Interest Rate. Notwithstanding anything
contained in this Agreement or the other Loan Documents, as modified by this
Agreement, to the contrary, the Lender shall determine the Adjusted LIBOR Rate
for each ensuing Interest Period (which determination shall, absent manifest
error, be final, conclusive and binding upon all parties) on each applicable
Interest Rate Determination Date by determining the Leverage based upon the
Leverage Calculation by Lender utilizing the information contained in the
Borrowers' Quarterly Financials, which must be provided to Lender in accordance
with the Loan Documents, as modified by this Agreement, no later than forty-five
(45) days following the end of each fiscal quarter of Borrowers (which shall be
the same date for all Borrowers) during the term of the Loan. Principal
remaining outstanding from time to time under the Note shall bear interest
during the term of the Loan at the Adjusted LIBOR Rate in effect during each
applicable Interest Period as determined on the applicable Interest Rate
Determination Date immediately preceding the applicable Interest Rate Adjustment
Date for each such ensuing Interest Period. Each adjustment to the Interest Rate
in the manner set forth herein will be mandatory and automatic and not require
the further consent or agreement of the Borrower hereunder. Provided however,
the Borrowers shall promptly execute such instruments as Lender may require in
its sole discretion to signify Borrower's agreement to each Adjusted LIBOR Rate.
Adjustments to the Interest Rate shall not made more frequently than once per
quarter during the term of the Loan. If the Borrowers' Quarterly Financials are
not received when due (which is the Interest Rate Determination Date), then
interest shall accrue on the outstanding principal balance due under the Note
from the Interest Rate Determination Date until the date of Lender's receipt of
the 


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Borrowers' Quarterly Financials at the highest Adjusted LIBOR Rate, as set forth
in Section 3.4(e)(i)(A) above.

             (g)   Loans. The Borrower Group shall not make any loans to any
person, firm or corporation, nor become a guarantor or surety, nor pledge its
credit in any manner, directly or indirectly, except to Lender or under the
Convertible Debentures; provided however, the Lender shall permit the making of
loans by the Borrower Group to any other parties, related or unrelated, which in
the aggregate shall not exceed ONE MILLION AND NO/100 DOLLARS ($1,000,000.00).

             (h)   Reaffirmation of Guaranty Agreement. The Guarantor hereby
reaffirms its guarantee of the Loan, as modified in this Agreement, and agrees
that the Guaranty Agreement shall remain in full force and effect and shall be
strictly complied with by the Guarantor, as modified by this Agreement.

             (i)   Reaffirmation of Loan Agreement. The Borrower Group hereby
reaffirms their respective liabilities, obligations, and responsibilities under
the Loan Agreement, as modified by this Agreement, and agree that the Loan
Agreement, as modified by this Agreement, shall remain in full force and effect
and shall be strictly complied with by the Borrower Group.

             (j)   Reaffirmation of Jury Waiver. The Borrower Group hereby
reaffirms their respective liabilities, obligations, and responsibilities under
the Jury Waiver, as modified by this Agreement, and agrees that the Jury Waiver
shall remain in full force and effect and shall be strictly complied with by the
Borrower Group, as modified by this Agreement.

             (k)   Reaffirmation of Environmental Agreement. The Borrowers
hereby reaffirms their respective liabilities, obligations, and responsibilities
under the Environmental Agreement, as modified by this Agreement, and agrees
that the Environmental Agreement shall remain in full force and effect and shall
be strictly complied with by the Borrowers, as modified by this Agreement.

             (l)   Reaffirmation of Other Instruments of Security. The Borrower
Group hereby reaffirm their respective liabilities, obligations, and
responsibilities under the Instruments of Security, as applicable, as modified
by this Agreement, and agrees that the Instruments of Security shall remain in
full force and effect and shall be strictly complied with by the Borrower Group,
as modified by this Agreement. The Environmental Agreement is hereby modified to
include all Locations set forth on Exhibit "B" attached.

             (m)   Account Maintenance. At all times during the term of the Loan
and Loan Documents, as modified by this Agreement, the Borrower Group shall
maintain their primary depository relationship with Lender.


                                       12

<PAGE>   13



         3.5 Financial Information and Requirements. In addition to the
financial documentation and other requirements currently contained in the Loan
Documents, as modified in this Agreement, the Borrower Group hereby agrees to
provide the following financial information and reporting to Lender and fulfil
the following financial requirements within the time periods indicated, during
the term of the Loan:

             (a)   No later than ninety (90) days following each fiscal year end
of the Borrowers during the term of the Loan, the Borrowers shall continue to
provide to Lender their respective annual audited financial statements, prepared
on a consolidated and consolidating basis, that are prepared by a certified
public accountants acceptable to Lender in its sole discretion, in comparative
form from the preceding fiscal year, which shall be accompanied by a management
letter prepared by such certified public accountants in favor of the Lender
setting forth such information as to the respective Borrowers' management of the
Property and Locations, and the Collateral as located thereon, in form and
content satisfactory to Lender in its sole discretion.

             (b)   No later than forty-five (45) days following the end of each
fiscal quarter of the Borrowers during the term of the Loan, the Borrowers shall
provide to Lender their respective internally prepared quarterly financial
statements, prepared on a consolidated and consolidating basis, which have been
reviewed and executed by the appropriate chief financial officers of the
Borrower, in comparative form from the preceding calendar quarter, and in form
and content satisfactory to Lender in its sole discretion.

             (c)   The Guarantor shall provide to Lender copies of its audited
annual financial statements (prepared on a consolidated and consolidating
basis), and 10-K Reports, together with all supporting documentation therefor,
all within ninety (90) days following the end of each fiscal year of the
Guarantor during the term of the Loan, in comparative form from the preceding
fiscal year, and in form and content satisfactory to Lender in its sole
discretion.

             (d)   The Guarantor shall provide to Lender copies of its 10-Q
reports (prepared on a consolidated and consolidating basis), together with all
supporting documentation therefor, within forty-five (45) days following the end
of each fiscal quarter of the Guarantor during the term of the Loan, and in form
and content satisfactory to Lender in its sole discretion.

             (e)   Borrowers shall provide to the Lender the monthly
consolidated Borrowing Base Certificate, accompanied by individual accounts
receivable aging reports for each operating entity comprising the Borrowers and
inventory certificates for each operating concern of the Borrowers certified by
the respective chief financial officers of the Borrowers, and in form and
content acceptable to Lender in its sole discretion, within twenty (20) days
following the end of each calendar month during the term of the Loan.


                                       13

<PAGE>   14



             (f)   Borrowers, on a consolidated basis, as defined by GAAP (as
defined in the Loan Agreement), will maintain during the term of the Loan
Earnings Before Interest and Taxes divided by Interest Expense of no less than
2.0:1.0, as measured quarterly during the term of the Loan.

To the extent the requirements set forth above in this Section 3.5 are in
conflict with the provisions of the Loan Documents, the Loan Documents are
hereby amended and modified so as to be in compliance with this Section 3.5.

         3.6 Other Provisions. Except as modified herein, all other terms and
provisions of the Loan Documents shall remain in full force and effect and shall
be fully complied with by the Borrower.


                        ARTICLE FOUR - WAIVER AND RELEASE

         4.1 Waiver of Defenses. The Borrowers hereby waive in favor of Lender
and its successors and assigns any claims or defenses which the Borrowers have
or may have with respect to the Loan Documents, or this Agreement, and further
agree not to raise any such claims or defenses, if any, against Lender or it
successors or assigns in any civil proceedings or otherwise.

         4.2 Release. The parties hereto, except the Lender, hereby, for
themselves, and their legal representatives, successors, predecessors, heirs and
assigns, and their officers, directors, stockholders, agents, servants,
employees release, acquit and forever discharge the Lender and its officers,
directors, stockholders, agents, servants, employees, legal representatives,
successors and assigns of and from any and all claims, demands, debts, actions
and causes of action, which they now have or might hereafter have against the
Lender and its officers, directors, stockholders, agents, servants, employees,
legal representatives, successors and assigns, by reason of any act, matter,
contract, agreement or thing whatsoever up to the date hereof.


                            ARTICLE FIVE - CONCLUSION

         5.1 Severability. Wherever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision hereof shall be prohibited or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity only, without invalidating the remainder of such
provision or of the remaining provisions of this Agreement.

         5.2 Default. Any default under the terms and provisions of this
Agreement or any instrument set forth herein or contemplated hereby shall be and
is a default under every other instrument set forth herein or contemplated
hereby.


                                       14

<PAGE>   15


         5.3 Florida Contract. This Agreement shall be deemed a Florida contract
and construed according to the laws of such state, regardless whether this
Agreement is being executed by any of the parties hereto in other states or
otherwise. This Agreement shall be construed without regard to any presumption
or other rule requiring construction against the party causing the Agreement to
be drafted. If any words or phrases in this Agreement shall have been stricken
out or otherwise eliminated, whether or not any of the words or phrases have
been added, this Agreement shall be construed as if the words or phrases so
stricken out or otherwise eliminated. All terms and words used in this Agreement
regardless of the number or gender in which they are used, shall be deemed to
include any other number and any other gender as the context may require.

         5.4 Waiver. No failure of the Lender to exercise any power given to
Lender hereunder or to insist upon strict compliance by the Borrowers in their
obligations hereunder, and no custom or practice of the parties in variance with
the terms hereof, shall constitute a waiver of the Lender's right to demand
exact compliance with the terms hereof.

         5.5 Cumulative Rights. All rights, powers and privileges conferred
hereunder upon the Lender, unless otherwise provided herein, shall be cumulative
and not restricted by those given in law.

         5.6 Binding Effect. This Agreement shall bind the successors and
assigns of the parties hereto; it constitutes the entire understanding of the
parties, and it may not be modified except in writing.

         5.7 Execution. This Agreement shall not be effective nor shall it have
any force and effect whatsoever until all of the parties hereto have duly
executed this Agreement.

         5.8 Indemnification. The Borrowers, and each entity or person
comprising the Borrowers, jointly and severally, hereby agree to indemnify and
hold Lender harmless from and against any and all loss, damage, cost and
expense, including attorney's fees, that the Lender may incur or sustain by
reason of the assertion of a claim or ruling by a governmental entity that
documentary stamp tax, intangible tax or any penalties or interest associated
therewith must be paid by reason of the execution and delivery of the Note or
this Agreement, or any subsequent renewals, modifications or amendments of the
Note or this Agreement.

         5.9 Headings. The headings of the paragraphs contained in this
Agreement are for convenience of reference only and do not form a part hereof
and in no way modify, interpret or construe the meaning of the parties hereto.

         5.10 Florida Documentary Stamps. The Note and this Agreement were made,
executed and delivered outside the State of Florida, and no Florida Documentary
Stamps tax is due on the Note in accordance with F.A.C. 12B-4.053(35).


                                       15

<PAGE>   16


         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement, and shall be deemed to have executed such, on the day and year first
above written.

Signed, sealed and delivered
in the presence of:               BARNETT BANK, N.A., a national banking
                                  association, as successor by merger to BARNETT
                                  BANK OF PINELLAS COUNTY, a Florida
                                  banking corporation

                                     By:
----------------------------------      -------------------------------------
SIGNATURE                                             SIGNATURE



----------------------------------      -------------------------------------
NAME LEGIBLY PRINTED,                   NAME LEGIBLY PRINTED,
TYPEWRITTEN OR STAMPED                  TYPEWRITTEN OR STAMPED



----------------------------------            Its ____________ President
SIGNATURE
                                                   (CORPORATE SEAL)
----------------------------------
NAME LEGIBLY PRINTED
TYPEWRITTEN OR STAMPED


                                       16

<PAGE>   17

As to Lender


STATE OF                            )
         ---------------------------
COUNTY OF                           )
          --------------------------

                  The foregoing instrument was acknowledged before me this
________ day of November, 1997, by ___________________________, the ____________
President of BARNETT BANK, N.A., a national banking association, as successor by
merger to BARNETT BANK OF PINELLAS COUNTY, a Florida banking corporation, on
behalf of the association.

PERSONALLY KNOWN               OR PRODUCED IDENTIFICATION
                 --------------
TYPE OF IDENTIFICATION PROVIDED
                               --------------------------



                                       -------------------------------------
                                       SIGNATURE

        
                                       -------------------------------------
                                       NAME LEGIBLY PRINTED,
                                       TYPEWRITTEN OR STAMPED

         (SEAL)                        NOTARY PUBLIC

My Commission Expires:

Signed, sealed and delivered           CONTOUR MEDICAL, INC.,
in the presence of:                      a Nevada corporation, duly authorized
                                         to do business in the States of Florida
                                         and Georgia


                                       By:
----------------------------------        -------------------------------------
SIGNATURE                                 DONALD F. FOX,
                                          Its President



----------------------------------
NAME LEGIBLY PRINTED,
TYPEWRITTEN OR STAMPED



----------------------------------
SIGNATURE

                                          (CORPORATE SEAL)
----------------------------------
NAME LEGIBLY PRINTED
TYPEWRITTEN OR STAMPED


                                       17

<PAGE>   18

As to Contour Medical


STATE OF                            )
         ---------------------------
COUNTY OF                           )
          --------------------------

                  The foregoing instrument was acknowledged before me this
________ day of November, 1997, by DONALD F. FOX the President of CONTOUR
MEDICAL, INC., a Nevada corporation, duly authorized to do business in the
States of Florida and Georgia, on behalf of the corporation.

PERSONALLY KNOWN               OR PRODUCED IDENTIFICATION
                ---------------
TYPE OF IDENTIFICATION PROVIDED
                               ---------------------------



                                       ----------------------------------------
                                       SIGNATURE


                                       ----------------------------------------
                                       NAME LEGIBLY PRINTED,
                                       TYPEWRITTEN OR STAMPED

     (SEAL)                            NOTARY PUBLIC

My Commission Expires:


                                       18

<PAGE>   19



Signed, sealed and delivered
in the presence of:               CONTOUR MEDICAL OF CENTRAL
                                  FLORIDA, INC., a Florida corporation, formerly
                                  known as CONTOUR FABRICATORS OF
                                  FLORIDA, INC., a Florida corporation



                                       By:
----------------------------------        -------------------------------------
SIGNATURE                                 DONALD F. FOX,
                                          Its President



----------------------------------
NAME LEGIBLY PRINTED,
TYPEWRITTEN OR STAMPED



----------------------------------
SIGNATURE
                                          (CORPORATE SEAL)



----------------------------------
NAME LEGIBLY PRINTED,
TYPEWRITTEN OR STAMPED

As to Contour Medical Central Florida

STATE OF                            )
          --------------------------
COUNTY OF                           )
          --------------------------

                  The foregoing instrument was acknowledged before me this ____ 
day of November, 1997, by DONALD F. FOX, the President of CONTOUR MEDICAL OF
CENTRAL FLORIDA, INC., a Florida corporation, formerly known as CONTOUR
FABRICATORS OF FLORIDA, INC., a Florida corporation, on behalf of the
corporation.

PERSONALLY KNOWN               OR PRODUCED IDENTIFICATION
                --------------
TYPE OF IDENTIFICATION PROVIDED -------------------------



                                       ----------------------------------------
                                       SIGNATURE



                                       ----------------------------------------
                                       NAME LEGIBLY PRINTED,
                                       TYPEWRITTEN OR STAMPED

         (SEAL)                        NOTARY PUBLIC

My Commission Expires:



                                       19

<PAGE>   20



Signed, sealed and delivered
in the presence of:                    QUEST MEDICAL SUPPLY, INC., a Georgia
                                       corporation, duly authorized to do
                                       business in the States of Florida, North 
                                       Carolina, Oregon and Tennessee



                                       By:
----------------------------------        -------------------------------------
SIGNATURE                                 DONALD F. FOX,
                                          Its President


----------------------------------
NAME LEGIBLY PRINTED,
TYPEWRITTEN OR STAMPED



----------------------------------
SIGNATURE
                                          (CORPORATE SEAL)


----------------------------------
NAME LEGIBLY PRINTED,
TYPEWRITTEN OR STAMPED

As to Quest Medical

STATE OF                            )
          --------------------------
COUNTY OF                           )
          --------------------------

                  The foregoing instrument was acknowledged before me this ____
day of November, 1997, by DONALD F. FOX, the President of QUEST MEDICAL SUPPLY,
INC., a Georgia corporation, duly authorized to do business in the States of
Florida, North Carolina, Oregon and Tennessee, on behalf of the corporation.

PERSONALLY KNOWN               OR PRODUCED IDENTIFICATION
                 -------------
TYPE OF IDENTIFICATION PROVIDED -------------------------




                                       ----------------------------------------
                                       SIGNATURE



                                       ----------------------------------------
                                       NAME LEGIBLY PRINTED,
                                       TYPEWRITTEN OR STAMPED

         (SEAL)                        NOTARY PUBLIC

My Commission Expires:


                                       20

<PAGE>   21



Signed, sealed and delivered           AMERIDYNE CORPORATION,
in the presence of:                    a Tennessee corporation



                                       By:
----------------------------------        -------------------------------------
SIGNATURE                                 DONALD F. FOX,
                                          Its President


----------------------------------
NAME LEGIBLY PRINTED,
TYPEWRITTEN OR STAMPED



----------------------------------
SIGNATURE
                                          (CORPORATE SEAL)


----------------------------------
NAME LEGIBLY PRINTED,
TYPEWRITTEN OR STAMPED

As to AmeriDyne

STATE OF                            )
          --------------------------
COUNTY OF                           )
          --------------------------

                  The foregoing instrument was acknowledged before me this ____
day of November, 1997, by DONALD F. FOX, the President of AMERIDYNE CORPORATION,
a Tennessee corporation, on behalf of the corporation.

PERSONALLY KNOWN               OR PRODUCED IDENTIFICATION
                 -------------
TYPE OF IDENTIFICATION PROVIDED -------------------------



                                       ----------------------------------------
                                       SIGNATURE


                                       ----------------------------------------
                                       NAME LEGIBLY PRINTED,
                                       TYPEWRITTEN OR STAMPED

         (SEAL)                        NOTARY PUBLIC

My Commission Expires:


                                       21

<PAGE>   22



Signed, sealed and delivered           ATLANTIC MEDICAL SUPPLY COMPANY,
in the presence of:                    INC., a Georgia corporation, duly 
                                       authorized to do business in the States 
                                       of Florida and North Carolina



                                       By:
----------------------------------        -------------------------------------
SIGNATURE                                 DONALD F. FOX,
                                          Its President


----------------------------------
NAME LEGIBLY PRINTED,
TYPEWRITTEN OR STAMPED


----------------------------------
SIGNATURE
                                          (CORPORATE SEAL)

----------------------------------
NAME LEGIBLY PRINTED,
TYPEWRITTEN OR STAMPED

As to Atlantic Medical

STATE OF                            )
          --------------------------
COUNTY OF                           )
          --------------------------

                  The foregoing instrument was acknowledged before me this ___ 
day of November, 1997, by DONALD F. FOX, the President of ATLANTIC MEDICAL
SUPPLY COMPANY, INC., a Georgia corporation, duly authorized to do business in
the States of Florida and North Carolina on behalf of the corporation.

PERSONALLY KNOWN               OR PRODUCED IDENTIFICATION
                 -------------
TYPE OF IDENTIFICATION PROVIDED -------------------------



                                       ----------------------------------------
                                       SIGNATURE


                                       ----------------------------------------
                                       NAME LEGIBLY PRINTED,
                                       TYPEWRITTEN OR STAMPED

         (SEAL)                        NOTARY PUBLIC

My Commission Expires:


                                       22

<PAGE>   23



Signed, sealed and delivered          AMERICARE HEALTH SERVICES CORP.,
in the presence of:                   a Delaware corporation, duly authorized to
                                      do business in the State of Georgia



                                      By:
----------------------------------       -------------------------------------
SIGNATURE                                DONALD F. FOX,
                                         Its President

----------------------------------
NAME LEGIBLY PRINTED,
TYPEWRITTEN OR STAMPED


----------------------------------
SIGNATURE
                                      (CORPORATE SEAL)

----------------------------------
NAME LEGIBLY PRINTED,
TYPEWRITTEN OR STAMPED

As to Americare Health

STATE OF                            )
          --------------------------
COUNTY OF                           )
          --------------------------

                  The foregoing instrument was acknowledged before me this ____
day of November, 1997, by DONALD F. FOX, the President of AMERICARE HEALTH
SERVICES CORP., a Delaware corporation, duly authorized to do business in the
State of Georgia, on behalf of the corporation.

PERSONALLY KNOWN               OR PRODUCED IDENTIFICATION
                 -------------
TYPE OF IDENTIFICATION PROVIDED -------------------------



                                       ----------------------------------------
                                       SIGNATURE


                                       ----------------------------------------
                                       NAME LEGIBLY PRINTED,
                                       TYPEWRITTEN OR STAMPED

         (SEAL)                        NOTARY PUBLIC

My Commission Expires:



                                       23

<PAGE>   24



Signed, sealed and delivered           AMERICARE GROUP PURCHASING CORP.,
in the presence of:                    a Delaware corporation, duly authorized
                                       to do business in the State of Florida



                                       By:
----------------------------------        -------------------------------------
SIGNATURE                                 DONALD F. FOX,
                                          Its President

----------------------------------
NAME LEGIBLY PRINTED,
TYPEWRITTEN OR STAMPED


----------------------------------
SIGNATURE
                                       (CORPORATE SEAL)

----------------------------------
NAME LEGIBLY PRINTED,
TYPEWRITTEN OR STAMPED

As to Americare Group

STATE OF                            )
          --------------------------
COUNTY OF                           )
          --------------------------

                  The foregoing instrument was acknowledged before me this ___ 
day of November, 1997, by DONALD F. FOX, the President of AMERICARE GROUP
PURCHASING CORP., a Delaware corporation, duly authorized to do business in the
State of Florida, on behalf of the corporation.

PERSONALLY KNOWN               OR PRODUCED IDENTIFICATION
                 -------------
TYPE OF IDENTIFICATION PROVIDED
                                -------------------------



                                       ----------------------------------------
                                       SIGNATURE


                                       ----------------------------------------
                                       NAME LEGIBLY PRINTED,
                                       TYPEWRITTEN OR STAMPED

         (SEAL)                        NOTARY PUBLIC

My Commission Expires:



                                       24

<PAGE>   25



Signed, sealed and delivered           FACILITY SUPPLY, INC.,
in the presence of:                    a Florida corporation



                                       By:
----------------------------------        -------------------------------------
SIGNATURE                                 DONALD F. FOX,
                                          Its President



----------------------------------
NAME LEGIBLY PRINTED,
TYPEWRITTEN OR STAMPED


----------------------------------
SIGNATURE
                                       (CORPORATE SEAL)

----------------------------------
NAME LEGIBLY PRINTED,
TYPEWRITTEN OR STAMPED


As to Facility

STATE OF                            )
          --------------------------
COUNTY OF                           )
          --------------------------

                  The foregoing instrument was acknowledged before me this ____
day of November, 1997, by DONALD F. FOX, the President of FACILITY SUPPLY, INC.,
a Florida corporation, on behalf of the corporation.

PERSONALLY KNOWN               OR PRODUCED IDENTIFICATION
                 -------------
TYPE OF IDENTIFICATION PROVIDED
                                -------------------------


                                       ----------------------------------------
                                       SIGNATURE


                                       ----------------------------------------
                                       NAME LEGIBLY PRINTED,
                                       TYPEWRITTEN OR STAMPED

         (SEAL)                        NOTARY PUBLIC

My Commission Expires:




                                       25

<PAGE>   26



Signed, sealed and delivered           RETIREMENT CARE ASSOCIATES, INC.,
in the presence of:                    a Colorado corporation, duly authorized
                                       to do business in the State of Florida


                                       By:
----------------------------------        -------------------------------------
SIGNATURE                                 CHRIS BROGDON,
                                          Its President

----------------------------------
NAME LEGIBLY PRINTED,
TYPEWRITTEN OR STAMPED


----------------------------------
SIGNATURE
                                       (CORPORATE SEAL)

----------------------------------
NAME LEGIBLY PRINTED
TYPEWRITTEN OR STAMPED


As to Guarantor


STATE OF                            )
         ---------------------------
COUNTY OF                           )
          --------------------------

                  The foregoing instrument was acknowledged before me this
________ day of November, 1997, by CHRIS BROGDON, the President of RETIREMENT
CARE ASSOCIATES, INC., a Colorado corporation, duly authorized to do business in
the State of Florida, on behalf of the corporation.

PERSONALLY KNOWN               OR PRODUCED IDENTIFICATION
                 -------------
TYPE OF IDENTIFICATION PROVIDED
                                -------------------------



                                       ----------------------------------------
                                       SIGNATURE


                                       ----------------------------------------
                                       NAME LEGIBLY PRINTED,
                                       TYPEWRITTEN OR STAMPED

         (SEAL)                        NOTARY PUBLIC

My Commission Expires:



                                       26

<PAGE>   27



                            DESCRIPTION OF COLLATERAL

The following tangible and intangible personal property of Borrowers, wherever
located, and whether now owned or hereafter acquired, and all parts,
accessories, attachments, additions, replacements, substitutions, increases,
profits, proceeds, including insurance proceeds, and products thereto in any
form, together with all records relating thereto:

(a)      Inventory, including without limitation, any and all goods, wares,
         merchandise and other tangible personal property, including raw
         materials, work in process, supplies, components and finished goods,
         whether held by Borrowers for sale or other disposition, and also
         including any returned or repossessed inventory or inventory detained
         from or rejected for entry into the United States by governmental
         authorities, and including documents of title, whether negotiable or
         non-negotiable, representing any of the foregoing, and proceeds
         thereof, including insurance proceeds (collectively the "Inventory").

(b)      Accounts, accounts receivable, general intangibles, documents,
         instruments and chattel paper, tax refunds, and all products thereof in
         any form, including without limitation, all of Borrowers' rights to
         acquire and obtain goods and/or services with respect to the
         manufacture, processing, storage, sale, shipment, delivery or
         installation of any of the Inventory or other Collateral, all liens,
         guaranties, letters of credit, securities, rights, remedies and
         privileges pertaining to any of the Collateral, including the right of
         stoppage in transit, and all other forms of obligations owing to
         Borrowers, and proceeds thereof, including insurance proceeds
         (collectively the "Receivables").

(c)      Accounts or deposit accounts.

(d)      Books, records, documents and ledgers pertaining to any or all of the
         foregoing, including, without limitation, all customer lists, credit
         files, computer records and all media upon which any of the foregoing
         may be stored or located.

(e)      All right, title and interest of Borrowers in and to that certain cash
         collateral account, together with all proceeds thereof, established
         with the Lender in the name of the Borrowers, whether or not in
         connection with the lock box arrangement between the Borrowers and the
         Lender.

(f)      All proceeds of the foregoing, including insurance proceeds.


                                   EXHIBIT "A"
                                   PAGE 1 OF 2


<PAGE>   28



LESS AND EXCEPT THE COLLATERAL OWNED BY CONTOUR MEDICAL OF CENTRAL FLORIDA, A
FLORIDA CORPORATION, FORMERLY KNOWN AS CONTOUR FABRICATORS OF FLORIDA, INC., A
FLORIDA CORPORATION ("CFFI"), DESCRIBED AS FOLLOWS:

1.       All furniture, trade fixtures, equipment, and tools of CFFI used in its
         manufacturing business and/or located at 3340 Scherer Drive, St.
         Petersburg, Florida;

2.       All of the current and usable manufacturing inventory of CFFI, as the
         same shall exist as of the close of business on June 27, 1997;

3.       All of the accounts receivable of CFFI relating to its manufacturing
         business only, as the same shall exist as of the close of business on
         June 27, 1997;

4.       All of the rights, benefits, and interest of CFFI under all contracts
         and agreements, written or oral, relating to its manufacturing business
         only;

5.       All registered and unregistered trademarks, trade names, copyrights,
         patents, 510k's, service marks and service names, and applications
         therefor; all technology and technological processes, all research and
         development, know-how, trade secrets, formulae and all other
         intellectual property of CFFI used in connection with its manufacturing
         business only;

6.       All prepaid expenses of CFFI relating to its manufacturing business
         only;

7.       All books, records, documents and other writings of CFFI used in
         connection with its manufacturing business only;

8.       All permits, licenses, certificates, and governmental authorizations,
         approvals, license applications or related certifications of CFFI
         obtained in connection with its manufacturing business only;

9.       All data processing programs, software programs, computer printouts,
         data bases and hardware and related items of CFFI used in the conduct
         of its manufacturing business only, including accountings, invoices,
         auditing, pension, and data processing bases and programs;

10.      Goodwill of CFFI as a going concern, all telephone numbers and yellow
         page advertisements, and the right to the use of the name "Contour
         Fabricators of Florida, Inc.";

11.      All other assets, tangible or intangible, of CFFI used in connection
         with the operation of its manufacturing business, except as set forth
         below:

         Note:    Specifically excluded from the foregoing descriptions is the
                  following: 
                  A.       All insurance policies relating the business of CFFI;
                  B.       All minute books and stock books of CFFI; and
                  C.       All cash, bank deposits, certificates of deposit,
                           commercial paper, treasury bills, marketable
                           securities and other cash equivalents of CFFI.



                                   EXHIBIT "A"
                                   PAGE 2 OF 2


<PAGE>   29



                             LOCATIONS OF COLLATERAL


<TABLE>

<S>      <C>                                                   <C>      <C>
1.       Contour Medical of Central Florida, Inc.,              8.      Atlantic Medical Supply Company, Inc.
         formerly known as Contour Fabricators                          Meadows V, 6025 Shiloh Road
         of Florida, Inc.                                               Alpharetta, Georgia  30005
         3360 Scherer Drive
         St. Petersburg, Florida 33716

2.       Quest Medical Supply, Inc.                             9.      Quest Medical Supply, Inc.
         3360 Scherer Drive                                             Meadows V, 6025 Shiloh Road
         St. Petersburg, Florida 33716                                  Alpharetta, Georgia  30005

3.       Americare Group Purchasing Corp.                      10.      Americare Health Services Corp.
         3360 Scherer Drive                                             Meadows V, 6025 Shiloh Road
         St. Petersburg, FL  33716                                      Alpharetta, Georgia  30005

4.       AmeriDyne Corporation                                 11.      Contour Medical, Inc.
         231 Bobrick Drive                                              Meadows V, 6025 Shiloh Road,
         Jackson, Tennessee  38301                                      Alpharetta, Georgia  30202

5.       Quest Medical Supply, Inc.                            12.      Facility Supply, Inc.
         231 Bobrick Drive                                              2525 Davie Road, Suite 322
         Jackson, Tennessee 38301                                       Davie, Florida 33317

6.       Atlantic Medical Supply Company, Inc.                 13.      Quest Medical Supply, Inc.
         4401 Distribution Drive                                        2525 Davie Road, Suite 322
         Fayetteville, North Carolina 28301                             Davie, Florida 33317

7.       Quest Medical Supply, Inc.                            14.      Quest Medical Supply, Inc.
         4401 Distribution Drive                                        14135 NE Airport Way
         Fayetteville, North Carolina 28301                             Portland, Oregon  97230
</TABLE>





                                   EXHIBIT "B"