SUPPLEMENTAL INDENTURE

                             SUPPLEMENTAL INDENTURE

         Supplemental Indenture to the Warrant Indenture dated September
       17, 1996 between HealthCare Capital Corp. and The R-M Trust Company

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WHEREAS:

1.  HealthCare  Capital Corp.  ("HealthCare")  is in the process of completing a
distribution of up 5,474,900 Special Warrants by way of private placement.

2. Each Special  Warrant  entitles to holder thereof acquire one common share of
HealthCare and one share purchase warrant ("Warrant") at no additional cost.

3. The Warrants are governed  pursuant to the terms and  conditions of a warrant
indenture  between  HealthCare  and The R-M Trust  Company  ("R-M  Trust") dated
September 17, 1996 (the "Warrant Indenture").

4. The terms of the Special Warrant Indenture originally referenced in paragraph
2.1(a) thereof that HealthCare has created for issuance up to 5,760,000 Warrants
such number  including  all Special  Warrants  issuable to the Agents as part of
their  compensation and 480,000 Warrants  issuable in the event that the penalty
provision in the Warrant Indenture dated September 17, 1996 is triggered.

5. HealthCare  desires to amend paragraph  2.1(a) of the Warrant  Indenture such
that  5,972,800  Warrants are now  issuable  under the Warrant  Indenture  which
number  includes  495,900  Warrants  issuable  to the  Agents  as part of  their
compensation.

6. Pursuant to Article 8 of the Warrant Indenture, HealthCare does not view this
change as either  material  or  detrimental  to any of the  current  holders  of
Special Warrants or the Warrants issuable upon the exercise thereof.


NOW THEREFORE  THIS  SUPPLEMENTAL  INDENTURE  WITNESSES  that for the sum of Ten
Dollars  ($10.00) paid by each of HealthCare and R-M Trust to each other and for
other good and valuable  consideration  mutually given and received, the receipt
and sufficiency of which is hereby acknowledged, HealthCare and R-M Trust hereby
agree and declare as follows:

 .        The Warrant  Indenture  be amended  such that the  following  paragraph
         2.1(a) be eliminated and now read as follows:

         2.1(a)   "up to 5,972,800  Warrants,  each of which entitles the holder
                  thereof  to  acquire  one (1)  Common  Share,  and  subject to
                  adjustment in accordance with Article 4



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                  hereof, are hereby created and authorized to be issued."

 .        All  other  terms  and  conditions,   representations   and  warranties
         contained  in the  Warrant  Indenture  shall  remain in full  force and
         effect and shall be binding upon the parties hereto.


IN WITNESS WHEREOF the parties hereto have executed this Supplemental  Indenture
under their respective  corporate seals by the hands of their proper officers in
that behalf effective the 2nd day of December, 1996.


                                  HEALTHCARE CAPITAL CORP.


                                  Per:


                                  THE R-M TRUST COMPANY


                                  Per:


                                  Per:



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