TO

                                 AMENDMENT NO. 1

                                       TO

                              MANAGEMENT AGREEMENT

         This Amendment No. 1 (this  "Amendment") is made and entered into as of
April 14,  1997,  by and between  COMMUNITY  CARE OF AMERICA,  INC.,  a Delaware
corporation  ("Owner"),   and  INTEGRATED  HEALTH  SERVICES,  INC.,  a  Delaware
corporation ("Manager").

         WHEREAS,  Owner and Manager entered into a Management Agreement,  dated
as of December 27, 1996 (the  "Management  Agreement"),  pursuant to which Owner
engaged the Manager to manage the financial,  accounting, and ancillary services
contracting functions for Owner during the term of the Management Agreement; and

         WHEREAS,  Owner and Manager wish to amend the  Management  Agreement as
set forth herein.

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:

         1. Section 5.3 of the Management Agreement is hereby amended to read in
its entirety as follows:

"5.3   Notwithstanding the foregoing,

         (a) Owner shall be entitled to defer payment of all Management  Fees to
May 1, 1998;  provided that, prior to such date, if Business Funds are available
for payment of any  Management  Fee in  accordance  with the priority of payment
provisions of Section 3.3 and such available  Business Funds are not paid toward
the accrued Management Fee, the amount that was so available for payment and not
paid shall bear  interest  from the Payment  Date on which such  Management  Fee
would otherwise have been paid (pursuant to  subparagraph  (b),  below),  at the
rate of fifteen (15%) percent per annum.

         (b) From and after May 1,  1998,  the  Management  Fee  (including  any
amount carried over pursuant to the succeeding sentence hereof) shall be payable
on each Payment  Date only to the extent that the Business  Funds (as defined in
Section 3.3) shall be sufficient as of such date;  provided that after April 30,
1998,  the Manager  shall be entitled  to cause a drawdown  under any  revolving
credit  facility of the Owner to make payment of any Management Fee then payable
or accrued from prior  periods.  Any portion of the  Management  Fee not paid in
accordance  with this  subparagraph  shall be carried over and be payable on the
immediately  succeeding Payment Date;  provided,  however,  that Owner shall pay
Manager  interest  on such  unpaid  portion  of the  Management  Fee at the rate
specified in the Subordinated  Note of even date herewith made by Owner in favor
of IHS Financial Holdings, Inc.

         (c)  All  payments  of  Management   Fees  shall  be  applied   against
outstanding fees in the order in which they have accrued."





         2. Except as  modified  by this  Amendment,  the  Management  Agreement
remains in full force and effect.

         IN WITNESS WHEREOF,  the parties have executed this Amendment as of the
date first above written.

                                        COMMUNITY CARE OF AMERICA,

                                        INC.

                                        By:__________________________________
                                                Xxxxxxx X. Xxx, President

                                        INTEGRATED HEALTH SERVICES,
                                        INC.

                                        By:_________________________________

                                        Name:_______________________________

                                        Title:______________________________


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