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                                                  Exhibit 10.13
 Modification of Warrant Assignment and Stock Sales Agreement

      This  Modification of Warrant Assignment and Stock  Sales
Agreement  is among Mark Jones, Gary Humberson, Marion  R.  Bob
Rice  and Andy McBee (hereinafter collectively referred  to  as
Sellers)  and Americare Management, Inc. (hereinafter  referred
to as Buyer) on this 10th day of May, A.D. 2002.

      WHEREAS, Sellers and Buyers entered in to certain Warrant
Assignment and Stock Sales Agreement effective May 2, A.D. 2002
(hereinafter referred to collectively as the Contracts); and

      WHEREAS,  Sellers and Buyers desire and intend to  modify
those Contracts.

       NOW,   THEREFORE,  for  and  in  consideration  of   the
performance  of those Contracts, the mutual promises  contained
herein,  and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged by all parties,
Sellers and Buyer agree and contract as follows:

     1.   Buyer shall pay all promissory notes to Sellers equally
       such that Buyer shall not pay off or discharge one promissory
       note to an individual Seller before another, but Buyer shall
       pay equal amounts on all promissory notes each time Buyer makes
       a payment on the promissory notes to the Sellers.
2.   As an additional portion of the Purchase Price of Article
II of the Contracts, the net proceeds of the CLIA waiver
recovery program of Interlink Home Health Care, Inc. and its
Subsidiaries which is being conducted with the consulting
services of MSI21, Inc. (hereinafter referred to as the finger
stick project) shall be divided between Sellers and Buyers
equally, and Buyer shall tender to Sellers a cashier's check
for Sellers' fifty percent portion of the net proceeds, net of
third party expenses, within ten (10) of receipt by Interlink
or Subsidiaries of the payment on the finger stick project from
the Centers for Medicare and Medicaid Services or its
contractors or agents.
3.   This Agreement shall be interpreted and construed in
accordance with the terms of interpretation of the Contracts,
including all defined terms therein.
4.   The Sellers and Buyer intend that this Agreement shall
modify the Contracts only as set forth explicitly herein, and
that all other provisions of the Contracts shall remain in full
force and effect.


     Signed on the 15 day of May, A.D. 2002

Americare Management, Inc.

/s/ Ronald E. Lusk


By Ronald E. Lusk, Chairman of
Americare Management, Inc.

The  Phoenix Group Corporation joins in this document  only  to
acknowledge the modification of its guarantee obligations under
the Contracts.

/s/ Ronald E. Lusk

The Phoenix Group Corporation by Ronald E. Lusk
Chairman of The Phoenix Group Corporation



Andy  McBee                                    Marion  R.   Bob
Rice


/s/ Andy McBee                          /s/ Marion R. Bob Rice

Andy  McBee                                    Marion  R.   Bob
Rice



Gary Humberson                          Mark Jones

/s/ Gary Humberson                           /s/ Mark Jones


Gary Humberson                          Mark Jones