Amendment No. 2 to Acquisition Agreement


     Amendment No. 2 dated as of September 25, 1996 ("Amendment No. 2"), to the
Acquisition Agreement, dated as of June 17, 1996, as amended August 12, 1996 by
and among ADS/Multicare, Inc. and Alan D. Solomont, David Solomont, Ahron M.
Solomont, Jay H. Solomont, Meyer Solomont (who has become a party to such
Agreement in lieu of David Solomont (of Lowell)), Susan S. Bailis and the Seller
Entities signatory thereto (the "Acquisition Agreement").

     The parties to the Acquisition Agreement hereby agree as follows:

     1.  Capitalized terms used herein but not otherwise defined herein shall 
         have the respective meanings ascribed thereto in the Acquisition
         Agreement.

     2.  Reference is made to Amendment No. 1, dated as of  August 12, 1996
         ("Amendment No. 1), to the Acquisition Agreement.

     3.  All occurrences of the phrase "August 30, 1996" in Amendment No. 1 are
         hereby deleted and the phrase "October 14, 1996" is substituted 
         therefor.

     4.  All occurrences of the phrase "September 30, 1996" in Amendment No. 1
         are hereby deleted and the phrase "October 31, 1996" is substituted
         therefor.

     5.  Except as specifically set forth in this Amendment No. 2, the
         Acquisition Agreement and Amendment No. 1 shall remain unmodified and
         in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Amendment No. 2 as of the day and year first above written.

                                             ADS/MULTICARE, INC.
                                          
                                              BRADFORD C. BURKETT
                                    By: _____________________________
                                     Name:     Bradford C. Burkett
                                     Title:    Vice President

                                              ALAN D. SOLOMONT
                                        __________________________
                                       Alan D. Solomont, as Sellers'
                                       Representative