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                                                                   EXHIBIT 10.93

                                TERMINATION OF
                AMENDED AND RESTATED STOCKHOLDERS AGREEMENT AND
                          PROXY AND VOTING AGREEMENT

     This TERMINATION OF AMENDED AND RESTATED STOCKHOLDERS AGREEMENT AND PROXY
AND VOTING AGREEMENT (the "Termination"), dated as of December 20, 1999, by and
among Apollo Management, L.P., a Delaware limited partnership ("Apollo
Management" and together with its affiliates and managed investment funds,
"Apollo"), Mariner Post-Acute Network, Inc., a Delaware corporation (the
"Company") and the stockholders (including Apollo) listed on the signature pages
attached hereto (the "Stockholders").

                             W I T N E S S E T H:

     WHEREAS, the parties hereto are all of the parties to that certain
Stockholders Agreement, dated as of November 4, 1997, amended as of April 13,
1998 and amended and restated as of November 25, 1998 (the "Stockholders
Agreement") pursuant to which the parties provided for certain rights and
obligations in respect of the Shares (defined in the Stockholders Agreement);

     WHEREAS, in addition to the Stockholders Agreement, the Stockholders
provided for certain voting rights and obligations in respect to Shares pursuant
to that certain Proxy and Voting Agreement, dated as November 4, 1997 (the
"Proxy Agreement"), by and among Apollo Management and the Other Stockholders
(defined in the Stockholders Agreement);

     WHEREAS, each Stockholder party hereto owns the number of shares of common
stock, par value $.01 per share ("Common Stock") set forth under its name on the
signature pages attached hereto, and the Stockholders party hereto collectively
beneficially own all of the shares of Common Stock currently subject to the
Stockholders Agreement and the Proxy Agreement;

     WHEREAS, in connection with the sale of the shares of Common Stock owned by
Apollo to Credit Suisse First Boston Management Corporation ("CSFBMC") pursuant
to a Transfer Agreement between CSFBMC and Apollo (the "Sale Transaction"),
Apollo, the Stockholders and the Company have agreed to enter into this
Termination to become effective (the "Effective Time") (i) with respect to the
Stockholders Agreement immediately upon its execution by Apollo, the Company and
Stockholders holding the requisite number of shares, and (ii) with respect to
the shares of Common Stock owned by each Other Stockholder subject to the Proxy
Agreement, immediately upon its execution by Apollo Management and such Other
Stockholder; and

     NOW, THEREFORE, the parties hereto agree as follows:

     1.   Representation and Warranties. Each party hereto represents and
          -----------------------------
warrants to the other party as follows:

          (a)  Authority Relative to this Termination. Each party hereto has the
               --------------------------------------
requisite

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power and authority to execute and deliver this Termination and to consummate
the transactions contemplated hereby. The execution and delivery of this
Termination and the consummation of the transactions contemplated hereby have
been duly and validly authorized by such party and no other proceedings on the
part of such party are necessary to authorize this Termination or to consummate
the transactions so contemplated. This Termination has been duly and validly
executed and delivered by such party, and assuming that this Termination has
been duly and validly authorized, executed and delivered by the other parties
hereto, this Termination constitutes a valid and binding obligation of such
party, enforceable against such party in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency and
similar laws affecting creditor's rights generally and to general principles of
equity (whether considered in a proceeding in equity or at law).

          (b)  No Conflicts.  Neither the execution and delivery of this
               ------------
Termination nor the consummation of the transactions contemplated hereby will
conflict with or constitute a violation of or default under any contract,
commitment, agreement, arrangement or restriction of any kind to which such
party is a party or by which such party is bound. Other than the Stockholders
Agreement and the Proxy Agreement there are no other agreements or
understandings with respect to the voting of the Shares.

     2.   Termination of Rights and Obligations. As of the applicable Effective
          -------------------------------------
Time, the rights and obligations of (i) Apollo, the Company and the Stockholders
under the Stockholders Agreement and (ii) Apollo Management and each of the
Other Stockholders under the Proxy Agreement (including, without limitation, the
irrevocable proxy granted by each of the Other Stockholders to Apollo
Management), shall be deemed to be terminated and of no further effect with
respect to any shares of Common Stock beneficially owned by any of Apollo, the
Stockholders, or the Other Stockholders, as the case may be. Notwithstanding
anything herein to the contrary, this Section 2 shall not terminate or interfere
with any Other Stockholder's right to exercise its "tag-along rights" pursuant
to Section 6.2 of the Stockholders Agreement with respect to the Sale
Transaction.

     3.   Governing Law. This Termination shall be governed in all respects,
          -------------
including validity, interpretation and effect, by the laws of the State of
Delaware (without giving effect to the provisions thereof relating to conflicts
of law).

     4.   Counterparts. This Termination may be executed in two or more
          ------------
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.

     5.   Descriptive Headings. The headings herein are inserted for convenience
          --------------------
of reference only and are not intended to be a part of or to affect the meaning
or interpretation of this Termination.

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

                                    MARINER POST-ACUTE
                                        NETWORK, INC.



                                    By:  /s/ Francis W. Cash
                                       --------------------------------------
                                             Name: Francis W. Cash
                                             Title:
                                    Date: January 5, 2000


                                    APOLLO MANAGEMENT, L.P.,
                                         on behalf of one or more managed
                                         investment funds

                                    By:  AIF III Management, Inc.
                                         Its General Partner


                                    By:  /s/ Michael D. Weiner
                                       ----------------------------------------
                                             Name:  Michael D. Weiner
                                             Title: Vice President
                                    Date: December 20, 1999


                                    APOLLO INVESTMENT FUND III, L.P.

                                    By:  Apollo Advisors II, L.P.
                                         Its General Partner

                                    By:  Apollo Capital Management II, Inc.
                                         Its General Partner


                                    By:  /s/ Michael D. Weiner
                                       ----------------------------------------
                                             Name:  Michael D. Weiner
                                             Title: Vice President

                                    13,100,370 Shares of Common Stock
                                    Date:  December 20, 1999

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                                    APOLLO UK PARTNERS III, L.P.

                                    By:  Apollo Advisors II, L.P.
                                         Its General Partner

                                    By:  Apollo Capital Management II, Inc.
                                         Its General Partner


                                    By:  /s/ Michael D. Weiner
                                       ----------------------------------------
                                             Name:  Michael D. Weiner
                                             Title: Vice President

                                    484,188 Shares of Common Stock
                                    Date:  December 20, 1999

                                    APOLLO OVERSEAS PARTNERS III, L.P.

                                    By:  Apollo Advisors II, L.P.
                                         Its General Partner

                                    By:  Apollo Capital Management II, Inc.
                                         Its General Partner


                                    By:  /s/ Michael D. Weiner
                                       ----------------------------------------
                                             Name:  Michael D. Weiner
                                             Title: Vice President

                                    783,033 Shares of Common Stock
                                    Date:  December 20, 1999

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                                    CHASE EQUITY ASSOCIATES, L.P.

                                    By:  Chase Capital Partners
                                         Its General Partner



                                    By:  /s/ Christopher C. Behrens
                                       ----------------------------------------
                                         Partner

                                    2,592,594 Shares of Common Stock
                                    Date:  December 30, 1999


                                    DRAX HOLDINGS L.P.

                                    By:  Inman Corporation
                                         Its General Partner


                                    By:  /s/ Linda Hamilton
                                       -------------------------------------
                                             Name:  Linda Hamilton
                                             Title: Executive Vice President

                                    75,000 Shares of Common Stock
                                    Date:  December 30, 1999

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                                    WALNUT GROWTH PARTNERS LIMITED PARTNERSHIP

                                    By:  Walnut GP, L.L.C.
                                         Its General Partner

                                    By:  Walnut Funds, Inc.

                                    By:  Joel Kanter
                                         President

                                    By:  /s/ Joel Kanter
                                       ----------------------------------
                                         Managing Director

                                    74,073 Shares of Common Stock
                                    Date:  December 28, 1999

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                                    PATRICIAN CORPORATION
                                    (as successor to Healthcare Equity Partners,
                                    L.P., Healthcare Equity QP Partners, L.P.,
                                    Key Capital Corporation, and Key Equity
                                    Partners 97)


                                    By:  /s/ John Power
                                       ---------------------------------
                                             Its: President

                                    1,111,113 Shares of Common Stock
                                    Date:  January 5, 2000

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