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EXHIBIT 99.5
ADDENDUM
TO
STOCK OPTION AGREEMENT
The following provisions are hereby incorporated into, and are
hereby made a part of, that certain Stock Option Agreement dated 2--(the
"Option Agreement'') by and between U.S. HomeCare Corporation (the
"Corporation'') and 1--("Optionee'') evidencing the option granted on such date
to Optionee under the terms of the Corporation's 1995 Stock Option/Stock
Issuance Plan, and such provisions shall be effective immediately. All
capitalized terms in this Addendum shall have the meanings assigned to them in
the Option Agreement.
FINANCIAL ASSISTANCE
The Plan Administrator may, in its absolute discretion and
without any obligation to do so, assist Optionee in the exercise of the option
by permitting Optionee to pay the Exercise Price for the purchased Option
Shares by delivering a promissory note with payment due in one or more
installments. The terms of any such promissory note (including the interest
rate, the collateral requirements and the repayment schedule) shall be
established by the Plan Administrator in its sole discretion. Such financial
assistance may, under currently proposed Treasury Regulations, result in the
loss of Incentive Option treatment under the Federal tax laws, to the extent
the option would otherwise qualify as an Incentive Option at the time of
exercise.
IN WITNESS WHEREOF, U.S. HomeCare Corporation has caused this
Addendum to be executed by its duly-authorized officer, and Optionee has
excluded this Addendum, all as of the Effective Date specified below.
U.S. HOMECARE CORPORATION
By: __________________________________
Title: _______________________________
______________________________________
1--, OPTIONEE
EFFECTIVE DATE: _________________, 199___
