AMENDMENT NO. 5 TO CREDIT AGREEMENT

This AMENDMENT NO. 5 TO CREDIT AGREEMENT (this   “ Amendment ”), dated as of November 5, 2008, is entered into by and between DIALYSIS CORPORATION OF AMERICA, a Florida corporation (herein, together with its successors and assigns, the “ Borrower ”), and KEYBANK NATIONAL ASSOCIATION, a national banking association (herein, together with its successors and assigns, the “ Lender ”).

PRELIMINARY STATEMENTS:

(1)           The Borrower and the Lender entered into the Credit Agreement, dated as of October 24, 2005 (as amended, the “ Credit Agreement ”; capitalized terms used herein and not defined herein are used herein as defined in the Credit Agreement).

(2)           The parties hereto desire to modify certain terms and provisions of the Credit Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. AMENDMENTS.

1.1.            Amended and Restated Definitions .  The definitions of “Applicable Margin,” “Base Rate,” “Consolidated EBIT,” “Permitted Acquisition,” “Revolving Commitment Period” and “Total Commitment Amount” in Section 1.1 of the Credit Agreement are hereby amended and restated as follows:

“ Applicable Margin ” means:

(i)           On the Fifth Amendment Date and thereafter, until changed in accordance with the following provisions, the Applicable Margin shall be (A) 300 basis points for Base Rate Loans, and (B) 300 basis points for LIBOR Loans;

(ii)           Commencing with the fiscal quarter of Borrower ended on December 31, 2008, and continuing with each fiscal quarter thereafter, Lender shall determine the Applicable Margin in accordance with the following matrix, based on the Leverage Ratio:

(iii)           Changes in the Applicable Margin based upon changes in the Leverage Ratio shall become effective on the third Business Day following the receipt by Lender pursuant to Section 5.3(a) or Section 5.3(b) of the financial statements of Borrower for its fiscal quarter most recently ended, accompanied by a Compliance Certificate in accordance with Section 5.3(c) , demonstrating the computation of the Leverage Ratio.  Notwithstanding the foregoing provisions, the Applicable Margin shall be the highest number of basis points indicated therefor in the above matrix, regardless of the Leverage Ratio at such time, after notice from Lender during any period when (A) Borrower has failed to deliver timely its consolidated financial statements referred to in Section 5.3(a) or Section 5.3(b) , accompanied by a Compliance Certificate in accordance with Section 5.3(c) , or (B) an Event of Default has occurred and is continuing.  The above matrix does not modify or waive, in any respect, the rights of Lender to charge any default rate of interest or any of the other rights and remedies of Lender hereunder.

Notwithstanding the foregoing or anything else in this Agreement to the contrary, to the extent that any of the information contained in the financial statements required to be delivered hereunder shall be incorrect in any manner and as a result thereof (or for any other reason), the Leverage Ratio was determined incorrectly for any period, then the Lender shall recalculate the Leverage Ratio based upon the correct information and shall recalculate the Applicable Margin for the relevant periods and the Borrower shall be required to pay on demand by the Lender any amounts the Borrower should have paid had the Applicable Margin been calculated correctly for such periods (or, to the extent that the Borrower has paid any amounts in excess of the amounts the Borrower should have paid, then the Lender shall credit such overpayment to the Obligations owing by the Borrower to the Lender).

“ Base Rate ” means, for any day, a rate per annum equal to the greatest of (i) the Prime Rate in effect on such day (or if such day is not a Business Day, the immediately preceding Business Day), (ii) 0.50% in excess of the Federal Funds Effective Rate in effect on such day (or if such day is not a Business Day, the immediately preceding Business Day) and (iii) the LIBOR Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%.  Any change in the Base Rate shall be effective immediately from and after such change in the Base Rate.

“ Consolidated EBIT ” means, for any period, on a Consolidated basis in accordance with GAAP, (i) Consolidated Net Income during such period, plus , (ii)  without duplication and to the extent deducted in determining such Consolidated Net Income, (A) income tax expense net of any tax refund during such period, (B) Consolidated Interest Expense during such period and (C) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-wholly-owned Subsidiary, plus (iii) non-cash, non-recurring expenses during such period, plus (iv) management fees paid to Borrower during such period, plus (v) net income of any Person, as determined in accordance with GAAP, in which Borrower owned a minority, non-Controlling equity interest during such period, minus (vi) to the extent included in determining such Consolidated Net Income, non-cash, and non-recurring gains during such period.

“ Permitted Acquisition ” means any Acquisition to which all of the following conditions are satisfied:

(i)           such Acquisition involves a line or lines of business that is or are complementary to the lines of business in which Borrower and its Subsidiaries, considered as an entirety, are engaged on the Closing Date;

(ii)           (A) the Consideration for such Acquisition shall not exceed $3,000,000 or (B) such Acquisition is otherwise expressly permitted pursuant to Section 6.6(f) ;

(iii)           Consideration shall not exceed (A) $12,500,000 in the aggregate for all Acquisitions made during the period from the Closing Date through the Fifth Amendment Date, (B) $6,500,000 in the aggregate for all Acquisitions made during the period from the Fifth Amendment Date through December 31, 2008, and (C) $10,000,000 in the aggregate for all Acquisitions made on or after January 1, 2009;

(iv)           no Default or Event of Default shall exist prior to or immediately after giving effect to such Acquisition;

(v)           Borrower would, after giving effect to such Acquisition, on a   pro forma basis (as determined in accordance with subpart (v) below), be in compliance with the financial covenants contained in Section 6.1 ; and

(vi)           at least five Business Days prior to the consummation of any such Acquisition in which the Consideration exceeds $2,000,000, Borrower shall have delivered to Lender (A) a certificate of a Financial Officer demonstrating, in reasonable detail, the computation of the financial covenants referred to in Section 6.1 on a pro forma basis, such pro forma ratios being determined as if (y) such Acquisition had been completed at the beginning of the most recent quarter end for which financial information for Borrower and the business or Person to be acquired, is available, and (z) any such Indebtedness, or other Indebtedness incurred to finance such Acquisition, had been outstanding for such entire fiscal quarter, and (B) historical financial statements relating to the business or Person to be acquired and such other information as Lender may reasonably request.

“ Revolving Commitment Period ” means the period from the Closing Date to November 4, 2011, or such earlier date on which the Revolving Commitment has been terminated pursuant to Article IX .

“ Total Commitment Amount ” means the lesser of (i) $25,000,000, and (ii) such lesser amount as determined pursuant to Section 2.5(b).

1.2.            New Definition .  Section 1.1 of the Credit Agreement is hereby amended by inserting the following definition in the appropriate alphabetical order:

“ Fifth Amendment Date ” means November 5, 2008.

1.3.            Commitment Fee .  Section 2.5(a) of the Credit Agreement is hereby amended and restated as follows:

(a)            Commitment Fee .  Borrower agrees to pay to Lender, as a consideration for the Revolving Commitment, a commitment fee (“ Commitment Fee ”) for the period from the Closing Date to and including the last day of the Revolving Commitment Period, computed for each day at a rate per annum equal to (i) for the period from the Closing Date through the day before the Fifth Amendment Date, 0.50% or (ii) for the period from the Fifth Amendment Date through the last day of the Revolving Commitment Period, 0.375% times the Unused Total Revolving Commitment in effect on such day. The accrued Commitment Fee shall be payable in arrears on the first Business Day of each December, March, June and September and on the last day of the Revolving Commitment Period.

1.4.            Acquisitions .  Section 6.6 of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (d) thereof, (ii) replacing the period at the end of clause (e) thereof with “; and” and inserting the following clause (f) after clause (e) thereof:

(f)           Borrower or any Subsidiary may make an Acquisition during the period from the Fifth Amendment Date through December 31, 2008, so long as all conditions set forth in the definition of “Permitted Acquisition” (other than clause (ii) thereof) are satisfied in respect of such Acquisition, the aggregate consideration paid by Borrower and/or any Subsidiary for such Acquisition is acceptable to the Lender, and the purchase agreement and all related documentation executed in connection with such Acquisition are, in each case, in form and substance satisfactory to the Lender.

1.5.            Revolving Credit Note .  The Credit Agreement is hereby amended to delete Exhibit A (Revolving Credit Note) therefrom in its entirety and to insert in place thereof a new Exhibit A in the form attached hereto as Exhibit A .

SECTION 2. REPRESENTATIONS AND WARRANTIES.  The Borrower represents and warrants to the Lender as follows:

2.1.            Authorization, Validity and Binding Effect .  This Amendment has been duly authorized by all necessary corporate action on the part of the Borrower, has been duly executed and delivered by a duly authorized officer or officers of the Borrower, and constitutes the valid and binding agreement of the Borrower, enforceable against the Borrower in accordance with its terms.

2.2.            Representations and Warranties True and Correct .  The representations and warranties of the Borrower contained in the Credit Agreement, as amended hereby, are true and correct on and as of the date hereof as though made on and as of the date hereof, except to the extent that such representations and warranties expressly relate to a specified date, in which case such representations and warranties are hereby reaffirmed as true and correct when made.

2.3.            No Event of Default .  After giving effect to this A