WARRANT AGREEMENT

 

                                                                    EXHIBIT 10.2

     THE SALE OF THESE SECURITIES HAS NOT BEEN REGISTERED UNDER THE SECURITIES
     ACT OF 1933.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR
     HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED
     THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY
     SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER
     THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS.

                               WARRANT AGREEMENT

       To Purchase shares of the Series B Convertible Preferred Stock of

                       TRANSITIONAL CARE OF AMERICA, INC.

             Dated as of February 15, 1996 (the "Effective Date")

     WHEREAS, Transitional Care of America, Inc., a Delaware corporation (the
"Company") has entered into a Master Lease Agreement dated as of December 11,
1995, Equipment Schedule No. VL-1, and related Schedules (the "Leases") with
Comdisco, Inc., a Delaware corporation (the "Warrantholder"); and

     WHEREAS, the Company desires to grant to Warrantholder, in consideration
for such Leases, the right to purchase shares of its Series B Convertible
Preferred Stock;

     NOW, THEREFORE, in consideration of the Warrantholder executing and
delivering such Leases and in consideration of mutual covenants and agreements
contained herein, the Company and Warrantholder agree as follows:

1.   GRANT OF THE RIGHT TO PURCHASE PREFERRED STOCK.

     The Company hereby grants to the Warrantholder, and the Warrantholder is
entitled, upon the term and subject to the conditions hereinafter set forth, to
subscribe to and purchase, from the Company, 2900 fully paid and non-assessable
shares of the Company's Series B Preferred Stock ("Preferred Stock") at a
purchase price of $20.69 per share (the "Exercise Price").  The number and
purchase price of such shares are subject to adjustment as provided in Section 8
hereof.

2.   TERM OF THE WARRANT AGREEMENT.

     Except as otherwise provided for herein, the term of this Warrant
Agreement and the right to purchase Preferred Stock as granted herein shall
commence on the Effective Date and shall be exercisable for a period of (i)
seven (7) years or (ii) three (3) years from the effective date of the Company's
initial public offering, whichever is longer.

3.   EXERCISE OF THE PURCHASE RIGHTS.

     The purchase rights set forth in this Warrant Agreement are exercisable
by the Warrantholder, in whole or in part, at any time, or from time to time,
prior to the expiration of the term set forth in Section 2 above, by tendering
to the Company at its principal office a notice of exercise in the form attached
hereto as Exhibit I (the "Notice of Exercise"), duly completed and

        executed.  Promptly upon receipt of the Notice of Exercise and the
payment of the purchase price in accordance with the terms set
forth below, and in no event later than twenty-one (21) days thereafter, the
Company shall issue to the Warrantholder a certificate for the number of shares
of Preferred Stock  purchased and shall execute the Notice of Exercise
indicating the number of shares which remain subject to future purchases, if
any.

     The Exercise Price may be paid at the Warrantholder's election either (i)
by cash, certified check or other immediately available funds or check, or (ii)
by surrender of Warrants ("Net Issuance") as determined below.  If the
Warrantholder elects the Net Issuance method, the Company will issue Preferred
Stock in accordance with the following formula:

             X = Y (A-B)
                 -------     
                   A

Where:       X =   the number of shares of Preferred Stock to be issued to the
                   Warrantholder.

             Y =   the number of shares of Preferred Stock requested to be
                   exercised under this Warrant Agreement.

             A =   the fair market value of one (1) share of Common Stock on
                   the date of exercise.

             B =   the Exercise Price.

     As used herein, current fair market value of Common Stock shall mean with
respect to each share of Common Stock:

     (i)   if the exercise is in connection with an initial public offering, and
     if the Company's Registration Statement relating to such public offering
     has been declared effective by the SEC, then the initial "Price to Public"
     specified in the final prospectus with respect to the offering;

     (ii)  if this Warrant is exercised after, and not in connection with the
           Company's initial public offering, and: 

      initial public offering, and:

          (a)  if traded on a securities exchange or the NASDAQ National
          Market (or any successor thereto), the fair market value shall be
          deemed to be the average of the closing prices over a twenty-one (21)
          day period ending three days before the day the current fair market
          value of the securities is being determined; or

          (b)  if actively traded over-the-counter, the fair market value
          shall be deemed to be the average of the closing bid and asked prices
          quoted on the NASDAQ Stock Market (or any successor thereto or any
          similar system) over the twenty-one (21) day period ending three days
          before the day the current fair market value of the securities is
          being determined;

     (iii) if at any time the Common Stock is not listed on any securities
     exchange or quoted in the NASDAQ National Market or NASDAQ Stock Market or
     the over-the-counter market, the current fair market value of Common Stock
     shall be the highest price per share which the Company could

     obtain from a willing buyer (not a current employee or director) for shares
     of Common Stock sold by the Company, from authorized but unissued shares,
     as determined in good faith by its Board of Directors, unless the Company
     shall become subject to a merger, acquisition or other consolidation
     pursuant to which the Company is not the surviving party, in which case the
     fair market value of Common Stock shall be deemed to be the value received
     by the holders of the Company's Preferred Stock on a common equivalent
     basis pursuant to such merger or acquisition.

     Upon partial exercise by either cash or Net Issuance, the Company shall
promptly issue an amended Warrant Agreement representing the remaining number of
shares purchasable hereunder.  All other terms and conditions of such amended
Warrant Agreement shall be identical to those contained herein, including, but
not limited to the Effective Date hereof.

     No shares of Preferred Stock shall be issued hereunder unless and until the
Warrantholder enters into and becomes a party to (I) that certain Amended and
Restated Stockholder Agreement, dated as of December 20, 1995, by and among the
Company and the Stockholders of the Company, and (II) the Amended Restated
Registration Rights Agreement dated as of December 20, 1995, by and among the
Company and the Stockholders of the Company (the "Amended and Restated
Registration Rights Agreement"), as such Amended and Restated Stockholder
Agreement and Amended and Restated Registration Rights Agreement may be further
amended from time to time.

4.   RESERVATION OF SHARES.

     (a)   Authorization and Reservation of Shares.  During the term of this
Warrant Agreement, the company will at all times have authorized and reserved a
sufficient number of shares of its Preferred Stock to provide for the exercise
of the rights to purchase Preferred Stock as provided for herein.

     (b)   Registration or Listing.  If any shares of Preferred Stock
required to be reserved hereunder require registration with or approval of any
governmental authority under any Federal or State law (other than any
registration under the 1933 Act, as then in effect, or any similar Federal
statute then enforced, or any state securities law, required by reason of any
transfer involved in such conversion), or listing on any domestic securities
exchange, before such shares may be issued upon exercise, the Company will, at
its expense and as expeditiously as possible, use its best efforts to cause such
shares to be duly registered, listed or approved for listing on such domestic
securities exchange, as the case may be.

5.   NO FRACTIONAL SHARES OR SCRIP.

     No fractional shares or scrip representing fractional shares shall be
issued upon the exercise of the Warrant, but in lieu of such fractional shares
the Company shall make a cash payment therefor upon the basis of the Exercise
Price then in effect.

6.   NO RIGHTS AS SHAREHOLDER.

     This Warrant Agreement does not entitle the Warrantholder to any voting
rights or other rights as a shareholder of the Company.

7.   WARRANTHOLDER REGISTRY

     The Company shall maintain a registry showing the name and address of the
registered holder of this Warrant Agreement.

8.   ADJUSTMENT RIGHTS.

     The purchase price per share and the number of shares of Preferred Stock
purchasable hereunder are subject to adjustment as follows:

     (a)  Merger and Sale of Assets.  If at any time there shall be a capital
reorganization of the shares of the Company's stock (other than a combination,
reclassification, exchange or subdivision of shares otherwise provided for
herein), or a merger or consolidation of the Company with or into another
corporation when the Company is not the surviving corporation, or the sale of
all or substantially all of the Company's properties and assets to any other
person (hereinafter referred to as a "Merger Event"), then, as a part of such
Merger Event, lawful provision shall be made so that the Warrantholder shall
thereafter be entitled to receive anti-dilution rights in parity with any
shareholders of the Company in accordance with the Company's Amended and
Restated Articles of Incorporation. It is not the intent of this Section to
grant to the Warrantholder any additional, extra or double anti-dilution rights.

     (b)  Reclassification of Shares.  If the Company at any time shall, by
combination, reclassification, exchange or subdivision of securities or
otherwise, change any of the securities as to which purchase rights under this
Warrant Agreement exist into the same or a different number of securities of any
other class or classes, this Warrant Agreement shall thereafter represent the
right to acquire such number and kind of securities as would have been issuable
as the result of such change with respect to the securities which were subject
to the purchase rights under this Warrant Agreement immediately prior to such
combination, reclassification, exchange, subdivision or other change.

     (c)  Subdivision or Combination of Shares.  If the Company at any time
shall combine or subdivide its Preferred Stock, the Exercise Price shall be
proportionately decreased in the case of a subdivision, or proportionately
increased in the case of a combination.

     (d)  Stock Dividends.  If the Company at any time shall pay a dividend
payable in, or make any other distribution (except any distribution specifically
provided for in the foregoing subsections (a) or (b)) of the Preferred Stock,
then the Exercise Price shall be adjusted, from and after the record date of
such dividend or distribution as per the Company's Amended and Restated
Certificate of Incorporation and at least in parity with any other shareholders
of the Company, The Warrantholder shall thereafter be entitled to purchase, at
the Exercise Price resulting from such adjustment, the number of shares of
Preferred Stock (calculated to the nearest whole share) obtained by multiplying
the Exercise Price in effect immediately prior to such adjustment by the number
of shares of Preferred Stock issuable upon the exercise hereof immediately prior
to such adjustment and dividing the product thereof by the Exercise Price
resulting from such adjustment.

     (e)  Antidilution Rights.  Additional antidilution rights applicable to the
Preferred Stock purchasable hereunder are as set forth in the Company's

Certificate of Incorporation, as amended through the Effective Date, a true and
complete copy of which is attached hereto as Exhibit __ (the "Charter").  The
Company shall promptly provide the Warrantholder with any restatement,
amendment, modification or waiver of the Charter.  The Company shall promptly
provide Warrantholder with written notice of any issuance of its stock or other
equity security after the Effective Date of this Warrant, which notice shall
include (a) the price at which such stock or security is to be sold, (b) the
number of shares to be issued, and (c) such other information as necessary for
Warrantholder to determine if a dilutive event has occurred.

     (f)  Notice of Adjustments. If:  (i) the Company shall declare any
dividend or distribution upon its stock, whether in cash, property, stock or
other securities; (ii) the Company shall offer for subscription prorata to the
holders of any class of its Preferred or other convertible stock any additional
shares of stock of any class or other rights; (iii) there shall be any Merger
Event; or (iv) there shall be any voluntary or involuntary dissolution,
liquidation or winding up of the Company; then, in connection with each such
event, the Company shall send to the Warrantholder: (A) at least twenty (20)
days' prior written notice of the date on which the books of the Company shall
close or a record shall be taken for such dividend, distribution, subscription
rights (specifying the date on which the holders of Preferred Stock shall be
entitled thereto) or for determining rights to vote in respect Of such Merger
Event, dissolution, liquidation or winding up; and (B) in the case of any such
Merger Event, dissolution, liquidation ox winding up, at least twenty (20) days'
prior written notice of the date when the same shall take place (and specifying
the date on which the holders of Preferred Stock shall be entitled to exchange
their Preferred Stock for securities or other property deliverable upon such
Merger Event, dissolution, liquidation or winding up). In the case of a public
offering, the Company shall give Warrantholder at least twenty (20) days written
notice prior to the effective date thereof.

     Each such written notice shall set forth, in reasonable detail, (i) the
event requiring the adjustment, (ii) the amount of the adjustment, (iii) the
method by which such adjustment was calculated, (iv) the Exercise Price, and (v)
the number of shares subject to purchase hereunder after giving effect to such
adjustment, and shall be given by first class mail, postage prepaid, addressed
to the Warrantholder, at the address as shown on the books of the Company.
Notwithstanding anything to the contrary contained in this Section, the Company
shall have no obligation to give Warrantholder any greater notice than the
Company gives to any shareholder.

     (g)  Timely Notice.  Failure to timely provide such notice required by
subsection (e) above shall entitle Warrantholder to retain the benefit of the
applicable notice period notwithstanding anything to the contrary contained in
any insufficient notice received by Warrantholder.  The notice period shall
begin on the date Warrantholder actually receives a written notice containing
all the information specified above.

9.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.

     (a)  Reservation of Preferred Stock.  The preferred Stock issuable upon
exercise of the Warrantholder's rights has been duly and validly reserved and,
when issued in accordance with the provisions of this Warrant Agreement, will be
validly issued, fully paid and non-assessable, and will be free of any taxes,
liens, charges or encumbrances of any nature whatsoever, other than the

Amended and Restated Stockholder Agreement dated December 20, 1995; provided,
however, that the Preferred Stock issuable pursuant to this Warrant Agreement
may be subject to restrictions on transfer under state and/or Federal
securities laws.  The Company has made available to the Warrantholder true,
correct and complete copies of its Charter and Bylaws, as amended, and minutes
of all Board of Directors (including all committees of the Board of Directors,
if any) and Shareholder meetings from ______, 19__ through ______, 19__.  The
issuance of certificates for shares of Preferred Stock upon exercise of the
Warrant Agreement shall be made without charge to the Warrantholder for any
issuance tax in respect thereof, or other cost incurred by the Company in
connection with such exercise and the related issuance of shares of Preferred
Stock.  The Company shall not be required to pay any tax which may be payable
in respect of any transfer involved and the issuance and delivery of any
certificate in a name other than that of the Warrantholder.

     (b)   Due Authority.  The execution and delivery by the Company of this
Warrant Agreement and the performance of all obligations of the Company
hereunder, including the issuance to Warrantholder of the right to acquire the
shares of Preferred Stock, have been duly authorized by all necessary corporate
action on the part of the Company, and the Leases and this Warrant Agreement are
not inconsistent with the Company's Charter or Bylaws., do not contravene any
law or governmental rule, regulation or order applicable to it, do not and will
not contravene any provision of, or constitute a default under, any indenture,
mortgage, contract or other instrument to which it is a party or by which it is
bound, and the Leases and this Warrant Agreement constitute legal, valid and
binding agreements of the Company, enforceable in accordance with their
respective terms.

     (c)   Consents and Approvals.  No consent or approval of, giving of
notice to, registration with, or taxing of any other action in respect of any
states, Federal or other governmental authority or agency is required with
respect to the execution delivery and performance by the Company of its
obligations under this Warrant Agreement, except for the filing of notices
pursuant to Regulation D under the 1933 Act and applicable state securities law,
which filings will be effective by the time required thereby.

     (d)   Issued Securities.  All issued and outstanding shares of Common
Stock, Preferred Stock or any other securities of the Company have been duly
authorized and validly issued and are fully paid and nonassessable.  All
outstanding shares of Common Stock, Preferred Stock and any other securities
were issued in full compliance with all Federal and applicable state securities
laws.  In addition:

     (i)   The authorized capital of the Company shares are consists of
(A) _________ shares of Common Stock, of which ________ shares are issued and
outstanding, and (B) _______ shares of preferred stock, of which _______ shares 
are issued and outstanding and are convertible into _______ shares of Common
Stock at $________ per share.

     (ii)  The Company has reserved (A) _________ shares of Common Stock for
issuance under its Qualified Stock Option Plan, under which _______ options are
outstanding at an average price of $________ per share, and (B) ________ shares
of Common Stock for issuance under its Incentive Stock Option Plan, under
which _______ options are outstanding at an average price of $_______ per
share.  There are no other options, warrants, conversion privileges or other
rights presently outstanding to purchase or otherwise

acquire any authorized but unissued shares of the Company's capital stock or
other securities of the Company.

     (iii)  In accordance with the Company's Articles of Incorporation, no
shareholder of the Company has preemptive rights to purchase new issuances of
the Company's capital stock other than as stated in the Stockholders Agreement.

     (e)  Insurance.  The company has in full force and effect insurance
policies, with extended coverage, insuring the Company and its property and
business against such losses and risks, and in such amounts, as are customary
for corporations engaged in a similar business and similarly situated and as
otherwise may be required pursuant to the terms of any other contract or
agreement.

     (f)  Other Commitments to Register Securities.  Except as set forth in
this Warrant Agreement and the Amended and Restated Registration Rights
Agreement, the Company is not, pursuant to the terms of any other agreement
currently in existence, under any obligation to register under the 1933 Act any
of its presently outstanding securities or any of its securities which may
hereafter be issued.

     (g)  Exempt Transaction.  Subject to the accuracy of the Warrantholder's
representations in Section 10 hereof, the issuance of the Preferred Stock upon
exercise of this Warrant will constitute a transaction exempt from (i) the
registration requirements of Section 5 of the 1933 Act, in reliance upon
Section 4(2) thereof, and (ii) the qualification requirements of any applicable
state securities law.

     (h)  Compliance with Rule 144.  At the written request of the
Warrantholder, who proposes to sell Preferred Stock issuable upon the exercise
of the Warrant in compliance with Rule 144 promulgated by the Securities and
Exchange Commission, the Company shall furnish to the Warrantholder, within ten
days after receipt of such requests, a written statement confirming the
Company's compliance with the filing requirements of the Securities and Exchange
Commission as set forth in such Rule, as such Rule may be amended from time to
time.

10.  REPRESENTATIONS AND COVENANTS OF THE WARRANTHOLDER.

     This Warrant Agreement has been entered into by the Company in reliance
upon the following representations and covenants of the Warrantholder:

     (a)  Investment Purpose.  The right to acquire Preferred Stock or the
Preferred Stock issuable upon exercise of the Warrantholder's rights contained
herein will be acquired for investment and not with a view to the sale or
distribution of any part thereof, and the Warrantholder has no present intention
of selling or engaging in any public distribution of the same except pursuant to
a registration or exemption.

     (b)  No Registration.  The Warrantholder understands (i) that the
issuance of Preferred Stock issuable upon exercise of this Warrant is not
registered under the 1933 Act or qualified under applicable state securities
laws, and (ii) that the Company's reliance on the exemption from the
registration requirements of the 1933 Act and applicable state securities laws
are predicated an the representations set forth in this Section 10.

     (c)   Disposition of Warrantholder's Rights.  In no event will the
Warrantholder make a disposition of any of its rights to acquire Preferred Stock
or Preferred Stock issuable upon exercise of such rights unless and until (i) it
shall have notified the Company of the proposed disposition, and (ii) if
requested by the Company, it shall have furnished the Company with an opinion of
counsel (which counsel may either be inside or outside counsel to the
Warrantholder) satisfactory to the Company and its counsel to the effect that
(A) appropriate action necessary for compliance with the 1933 Act has been
taken, or (B) an exemption from the registration requirements of the 1933 Act is
available, Notwithstanding the foregoing the restrictions imposed upon the
transferability of any of its rights to acquire Preferred Stock ox Preferred
Stock issuable on the exercise of such rights do not apply to transfers from the
beneficial owner of any of the aforementioned securities to its nominee or from
such nominee to its beneficial owner, and shall terminate as to any particular
share of Preferred Stock when (1) such security shall have been effectively
registered under the 1933 Act and sold by the holder thereof in accordance with
such registration or (2) such security shall have been sold without registration
in compliance with Rule 144 under the 1933 Act, or (3) a letter shall have been
issued to the Warrantholder at its request by the staff of the Securities and
Exchange Commission or a ruling shall have been issued to the Warrantholder at
its request by such Commission stating that no action shall be recommended by
such staff or taken by such Commission, as the case may be, if such security is
transferred without registration under the 1933 Act in accordance with the
conditions set forth in such letter or ruling and such letter or ruling
specifies that no subsequent restrictions on transfer are required. Whenever the
restrictions imposed hereunder shall terminate, as hereinabove provided the
Warrantholder or holder of a share of Preferred Stock then outstanding as to
which such restrictions have terminated shall be entitled to receive from the
Company, without expense to such holder, one or more new certificates for the
Warrant or for such shares of Preferred Stock not bearing any restrictive
legend.

     (d)   Financial Risk.  The Warrantholder has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of its investment, and has the ability to bear the economic
risks of its investment.

     (e)   Risk of No Registration.  The Warrantholder understands that if the
Company does not register with the securities and Exchange Commission pursuant
to Section 12 of the 1933 Act, or file reports pursuant to Section 15 (d) of the
Securities Exchange Act of 1934 (the "1934 Act") or if a registration statement
covering the securities under the 1933 Act is not in effect when it desires to
sell (i) the rights to purchase Preferred Stock pursuant to this Warrant
Agreement, or (ii) the Preferred Stock issuable upon exercise of the right to
purchase, it may be required to hold such securities for an indefinite period.
The Warrantholder also understands that any sale of its rights of the
Warrantholder to purchase Preferred Stock or Preferred Stock which might be made
by it in reliance upon Rule 144 under the 1933 Act may be made only in
accordance with the terms and conditions of that Rule.

11.  TRANSFERS.  Subject to the term and conditions contained in Section 10
hereof, this Warrant Agreement and all rights hereunder are transferable in
whole or in part by the Warrantholder and any successor transferee, provided,
however, in no event shall the number of transfers of the rights and interests
in all of the Warrants exceed three (3) transfers.  The transfer shall be

recorded on the books of the Company upon receipt by the Company of a notice of
transfer in the form attached hereto as Exhibit II (the "Transfer Notice"), at
its principal offices and the payment to the Company of all transfer taxes and
other governmental charges imposed on such transfer.  Notwithstanding anything
to the contrary contained herein, the Warrantholder agrees that it will not
transfer this Warrant Agreement to any entity that is a competitor of the
Company, Upon receipt of a Transfer Notice from the Warrantholder, the Company
will immediately notify the Warrantholder if the proposed transferee is a
competitor of the Company with a reasonably acceptable offer of proof as to why
the proposed transferee is a competitor.

12.  MISCELLANEOUS.

     (a)  Effective Date.  The provisions of this Warrant Agreement shall be
construed and shall be given effect in all respects as if it had been executed
and delivered by the Company on the date hereof.  This Warrant Agreement shall
be binding upon any successors or assigns of the Company.

     (b)  Attorney's Fees.  In any litigation, arbitration or court
proceeding between the Company and the Warrantholder relating hereto, the
prevailing party shall be entitled to attorneys' fees and expenses and all
costs of proceedings incurred in enforcing this Warrant Agreement.

     (c)  Governing Law.  This Warrant Agreement shall be governed by and
construed for all purposes under and in accordance with the laws of the State of
Missouri.

     (d)  Counterparts.   This Warrant Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     (e)  Notices.  Any notice required or permitted hereunder shall be given 
in writing and shall be deemed effectively given upon personal
delivery, facsimile transmission (provided that the original is sent by
personal delivery or mail as hereinafter set forth) or seven (7) days after
deposit in the United States mail, by registered or certified mail, addressed
(i) to the Warrantholder at 6111 North River Road, Rosemont, Illinois 60018,
attention: James Labe, Venture Leasing Director, cc: Legal Department, (and/or,
if by facsimile, (708) 518-5465 and (ii) to the Company at 7733 Forsyth Blvd.,
Suite 1100, St. Louis, (and/or if by facsimile, (314) 725-0443 or at such other
address as any such party may subsequently designate by written notice to the
other party.

     (f)  Remedies.  In the event of any default hereunder, the nondefaulting
party may proceed to protect and enforce its rights either by suit in equity
and/or by action at law, including but not limited to an action for damages as a
result of any such default, and/or an action for specific performance for any
default where Warrantholder will not have an adequate remedy at law and where
damages will not be readily ascertainable.  The Company expressly agrees that it
shall not oppose an application by the Warrantholder or any other person
entitled to the benefit of this Agreement requiring specific performance of any
or all provisions hereof or enjoining the Company from continuing to commit any
such breach of this Agreement.

     (g)  No Impairment of Rights.  The Company will not, by amendment of its
Charter or through any other means, avoid or seek to avoid the observance or

performance of any of the terms of this Warrant, but will at all times in good
faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or appropriate in order to protect the rights
of the Warrantholder against impairment.

     (h)   Survival.  The representations, warranties, covenants and
conditions of the respective parties contained herein or made pursuant to this
Warrant Agreement shall survive the execution and delivery of this Warrant
Agreement.

     (i)   Severability.  In the event any one or more of the provisions of
this Warrant Agreement shall for any reason be held invalid, illegal or
unenforceable, the remaining provisions of this Warrant Agreement shall be
unimpaired, and the invalid, illegal or unenforceable provision shall be
replaced by a mutually acceptable valid, legal and enforceable provision,, which
comes closest to the intention of the parties underlying the invalid, illegal or
unenforceable provision.

     (j)   Amendments.  Any provision of this Warrant Agreement may be Amended
by a written instrument signed by the Company and by the Warrantholder.

     (k)   Additional Documents.  The Company, upon execution of this Warrant
Agreement, shall provide the Warrantholder with certified resolutions with
respect to the representations warranties and covenants set forth in
subparagraphs (a) through (d), (f) and (g) of Section 9 above.  If the purchase
price for the Leases referenced in the preamble of this Warrant Agreement
exceeds $1,000,000 from the Company's counsel with respect to those same 
representations,warranties and covenants. The Company shall also supply such 
the Warrantholder may from time to time reasonably request.

     IN WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement
to be executed by its officers thereunto duly authorized as of the Effective
Date.

                                Company: TRANSITIONAL CARE OF AMERICA, INC,

                                By:  David W. Cross
                                   ----------------------------------
                                
                                Title: President 
                                      -------------------------------

                                Warrantholder:  COMDISCO, INC.

                                By: James P. Labe
                                   -------------------------------------
                                        JAMES P. LABE
                               
                                Title:  President Venture Lease Division
                                      ----------------------------------

                                  EXHIBIT I

                              NOTICE OF EXERCISE

To: __________________________

(1)     The undersigned Warrantholder hereby elects to purchase ______ shares of
        the Preferred Stock of  ______________, pursuant to the terms of the
        Warrant Agreement dated the _______ day of _____________, 19 ______
        (the "Warrant Agreement") between ______________________________ and
        the Warrantholder, and tenders herewith payment of the purchase price 
        for such shares in full, together with all applicable transfer taxes, if
        any.

(2)     In exercising its rights to purchase the Preferred Stock of
        _______________________________, the undersigned hereby confirms
        and acknowledges the investment representations and warranties made in
        Section 10 of the Warrant Agreement.

(3)     Please issue a certificate or certificates representing said shares of
        Preferred Stock in the name of the undersigned or in such other name as
        is specified below.

________________________________
(Name)

________________________________
(Address)

Warrantholder:  COMDISCO, INC.

BY: ____________________________

Title: _________________________

Date: __________________________

                          ACKNOWLEDGEMENT OF EXERCISE

The undersigned______________________, hereby acknowledge receipt of the
"Notice of Exercise" from Comdisco, Inc., to purchase____ shares of the
Preferred Stock of______________, pursuant to the terms of the Warrant
Agreement, and further acknowledges that______ shares remain subject to
purchase under the terms of the Warrant Agreement.

                                Company:

                                By:_______________________

                                Title:____________________

                                Date:_____________________

                                   EXHIBIT II

                                TRANSFER NOTICE

          (To transfer or assign the foregoing Warrant Agreement execute this
          form and supply required information.  Do not use this form to
          purchase shares.)

          FOR VALUE RECEIVED, the foregoing Warrant Agreement and all rights
evidenced thereby are hereby transferred and assigned to

______________________________________________________________
         (Please Print)     

whose address is _____________________________________________
______________________________________________________________ 

                      Dated __________________________________

                      Holder's Signature _____________________

                      Holder's Address _______________________

                      ________________________________________

Signature Guaranteed: ________________________________________

      NOTE: The signature to this Transfer Notice must correspond
                  with the name as it appears on the face of the
                  Warrant Agreement,    without    alteration or
                  enlargement or any change whatever.  Officers of
                  corporations and those acting in a fiduciary or
                  other representative capacity should file proper
                  evidence of authority to assign the foregoing
                  Warrant Agreement.

 

Basic Info X:

Name: WARRANT AGREEMENT
Type: Warrant Agreement
Date: July 25, 1996
Company: INTENSIVA HEALTHCARE CORP
State: Delaware

Other info:

Date:

  • February 15 , 1996
  • December 11 , 1995
  • December 20 , 1995

Organization:

  • Transitional Care of America , Inc.
  • Notice of Exercise
  • NASDAQ National Market
  • Reservation of Shares
  • Restated Certificate of Incorporation
  • Notice of Adjustments
  • g Timely Notice
  • Reservation of Preferred Stock
  • Board of Directors
  • Incentive Stock Option Plan
  • Other Commitments to Register Securities
  • g Exempt Transaction
  • Preferred Stock ox Preferred Stock
  • Securities and Exchange Commission
  • k Additional Documents
  • Venture Lease Division
  • Comdisco , Inc.

Location:

  • Delaware
  • Missouri
  • United States
  • 6111 North River Road
  • Rosemont
  • Illinois
  • St. Louis
  • AMERICA

Money:

  • $ 20.69
  • $ 1,000,000

Person:

  • James Labe
  • David W. Cross
  • JAMES P. LABE
  • Warrantholder