SUBLEASE AGREEMENT

          AGREEMENT OF SUBLEASE, dated March 15, 1991 and
effective as of April 15, 1991 between Chemed Corporation, a
Delaware corporation with offices at 2600 Chemed Center, 255 E.
Fifth Street, Cincinnati, Ohio 45202 ("Sublessor"), and National
Sanitary Supply Company, a Delaware corporation, with offices at
2900 Chemed Center, 255 E. Fifth Street, Cincinnati, Ohio 45202
("Sublessee").

                          WITNESSETH:

          WHEREAS, Sublessor represents and warrants that it has
leased the real estate and premises described as the 29th floor,
Chemed Center, Cincinnati, Ohio (more particularly described on
Exhibit A hereto) (hereinafter the "Premises") pursuant to a
certain lease, between 255 Fifth Limited Partnership (hereinafter
"Landlord"), and Sublessor, as tenant (hereinafter the "Lease"),
a copy of which Lease has been delivered to the Sublessee and is
incorporated herein by reference.          

     WHEREAS, Sublessee desires to sublet the Premises and
Sublessor is willing to sublet the same on the terms and
conditions hereinafter set forth, provided Landlord shall give
its written consent thereto.          

     NOW, THEREFORE, Sublessor, for and in consideration of the
rents, covenants and agreements hereinafter contained on the part
of Sublessee to be paid, kept and performed, does hereby sublet
and demise unto Sublessee, and Sublessee hereby takes and hires
from Sublessor, the Premises.            

     TO HAVE AND TO HOLD the same unto Sublessee, its successors
and assigns for a term to commence on the commencement date of
the Lease (the "Commencement Date"), and to expire on
April 14, 2006, subject to the Lease and upon the rentals, terms,
covenants, conditions and provisions hereinafter set forth.  If
the Lease is terminated or cancelled for any reason, this
Sublease shall terminate simultaneously and, as sole damage in
respect of such termination, any unearned rent theretofore paid
shall be refunded to Sublessee.

     AND Sublessor and Sublessee hereby agree as follows:    
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         1.   Sublessee covenants and agrees to pay to Sublessor
              at 2600 Chemed Center, 255 E. Fifth Street, Cincinnati, 
              Ohio, in equal monthly installments in advance commencing on 
              the Commencement Date and continuing thereafter on the 1st 
              day of each month during the term hereof until April 14, 2006,
              without notice or demand and without abatement, deduction or
              set-off of any amount whatsoever, a base rental equal to the
              rental paid by Sublessor to Landlord for Sublessee's 
              proportionate share of the total square footage rented by
              Sublessor from Landlord pursuant to Lease.

              Sublessee further covenants and agrees to pay as
              additional rental its pro rata share of any
              adjustments and additional rent made by Landlord
              pursuant to Article 3 of the Lease, which
              adjustments and additional rent shall reflect
              increases in Landlord's certain operating expenses
              and real estate taxes as therein defined.  Such
              additional rental shall become payable upon
              Landlord's presentation of a statement setting
              forth in detail the base period operating expense
              and the base period tax expense, as defined in
              Article 3 of the Lease.

        2.    Sublessee agrees to accept the Premises in an "as
              is" condition and Sublessee acknowledges that no
              representations with respect to the condition
              thereof have been made to it other than with
              respect to the construction of basic building
              appointments.  Sublessee shall be entitled to a
              proportionate share of all tenant concessions set
              forth in the Lease based upon the proportionate
              share of the total square footage rented by
              Sublessor from Landlord pursuant to the Lease.

         3.   To the extent not otherwise inconsistent with the
              agreements and understandings expressed in this
              Sublease or applicable only to the original parties
              to the Lease, the terms, provisions, covenants and
              conditions of the Lease are hereby incorporated
              herein by reference on the following
              understandings: 

              (a)  The term "Landlord" as used therein shall
              refer to Sublessor hereunder, its successors and
              assigns, and the term "Tenant" as used therein
              shall refer to Sublessee hereunder, its successors
              and assigns.

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              (b)  In any case where the Landlord reserves the
              right to enter the Premises, said right shall inure
              to the benefit of the Landlord as well as to
              Sublessor.         

              (c)  Sublessee agrees to perform and comply with
              the terms, provisions, covenants and conditions of
              the Lease and not to do or suffer or permit
              anything to be done which would result in a default
              under or cause the Lease to be terminated or
              forfeited.           

              (d)  Sublessee shall not assign or sublet the
              Premises without obtaining Sublessor's prior
              written consent thereto, which may be withheld for
              any reason.              

        4.    Sublessee agrees and covenants with Sublessor that
              Sublessor shall not be liable for any injuries to
              persons (including death) or damages to property
              arising from any cause whatsoever which shall occur
              in any manner in or about the Premises, and
              Sublessee hereby agrees to protect, defend,
              indemnify and save harmless Sublessor from any and
              all claims, damages, loss, cost, expense and
              liability, including attorneys' fees, for injuries
              to persons (including death) or damages to property
              arising from any cause whatsoever, which shall
              occur in any manner in or about the Premises.
              Sublessor shall not be liable for any damage to the
              Premises, or to any part thereof, or to any
              property or effects therein or thereon or for any
              damage caused or occasioned by a default by the
              Landlord, provided Sublessor forwards on a timely
              basis all complaints of Sublessee to Landlord.

        5.    Sublessee agrees and covenants with Sublessor that
              it will carry and maintain in full force and effect
              during the term of this Lease and any extension or
              renewal thereof, at Sublessee's expense, public
              liability insurance covering bodily injury
              (including death) and property damage liability, in
              a form and with an insurance company acceptable to
              Sublessor, with limits of coverage of not less than
              $1,000,000.00 for each person and $1,000,000.00 in
              the aggregate for bodily injury or death liability
              for each accident and $10,000,000.00 for property
              
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              damage liability, as protection against all
              liability claims arising from the premises, and to
              deliver a copy thereof to Sublessor.  Sublessee
              further agrees that Sublessor shall be named as an
              additional insured on said public liability
              insurance policies.  Sublessee further agrees that
              Sublessor shall be given 15 (fifteen) days written
              notice of any proposed cancellation of said
              policies.

         6.   (a) If (i) Sublessee shall default in fulfilling
              any of the terms, covenants or agreements hereof,
              other than the covenant to pay rent and additional
              rent, or of the Lease as herein incorporated, and
              such default shall not have been remedied (or
              proper corrective measures to cure such default
              commenced and diligently pursued) within five days
              after written notice from Sublessor, Sublessor may
              give Sublessee three days notice of intention to
              end the term of Sublease, and at the end of said
              three days the term of this Sublease shall expire
              with the same effect as if that day were the date
              hereinbefore set forth for the termination of the
              term hereof, and Sublessee shall remain liable to
              the extent provided in the Lease; if (ii) Sublessee
              shall fail to pay the rent and additional rent as
              provided herein, the Sublessor may, unless
              Sublessee shall have cured such default within
              three days after written notice thereof from
              Sublessor, exercise any of the remedies of the
              Landlord set forth in the Lease and Sublessee shall
              remain liable to the extent provided therein. 

              (b) In the event of Sublessee's default, Sublessor
              shall have available not only those remedies of
              Landlord specified in the Lease and in this
              Sublease, but in addition thereto those remedies
              available at law and in equity.

         7.   Sublessee may use the premises only for general
              office facilities, or such other uses to which
              Landlord and Sublessor have consented in writing in
              advance.         

        8.    Sublessee shall obtain Sublessor's written consent
              prior to the making of any alteration valued at
              over $50,000 (Fifty Thousand Dollars) to the
              Premises.

        9.    Upon termination of this Sublease, Sublessee shall
              surrender the Premises to Sublessor in the same
              condition and configuration as at the Commencement
              Date of this Sublease, ordinary wear and tear
              expected.
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       10.    Sublessee shall execute a recordable memorandum of
              lease, or such other recordable instrument as may
              be reasonably requested, upon the written request
              of Sublessor.

       11.    In the event of any holding over by Sublessee after
              the expiration or termination of this Sublease,
              Sublessee shall pay in lieu of rent but not other
              obligations, an amount equal to three times the
              rent which Sublessee was obligated to pay for the
              month immediately preceding the end of the term of
              this Sublease, for each month or any part thereof
              of any such holdover period.  No holding over by
              Sublessee after the term of this Sublease shall
              operate to extend the term hereof.  In the event of
              any unauthorized holding over, Sublessee shall
              indemnify Sublessor against all claims for damages
              by any other lessee to whom Sublessor may have
              leased all or any part of the Premises effective
              upon the termination of this Sublease.
  
       12.    Any notices or demands to be given pursuant to the
              Lease or this Sublease shall be sent by certified
              mail or personally delivered to Sublessee, at the
              address above set forth, and to Sublessor as
              follows:                               

                      Chemed Corporation 
                      2600 Chemed Center               
                      255 E. Fifth Street
                      Cincinnati, Ohio 45202

                      Attention:  Kevin J. McNamara, President

                      (Sublessee)

                      National Sanitary Supply Company
                      2900 Chemed Center
                      255 E. Fifth Street
                      Cincinnati, Ohio 45202

                      Attention:  Paul C. Voet, President
 
              or at such other address as either such party shall
              designate by written notice to the other party.
              Said notices shall be deemed effective on receipt.

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        13.   This Agreement shall be governed by and construed
              and enforced in accordance with the law of the
              State of Ohio.      

        14.   This Agreement sets forth the entire understanding
              of the parties in respect hereto and supersedes all
              prior agreements, arrangements and understandings
              relating to the subject matter hereof.          

        15.   All of the terms and conditions of this Agreement
              shall be binding upon and inure to the benefit of
              and be enforceable by, the parties hereto and their
              respective successors.                       

        16.   This Agreement may be amended, modified, superseded
              or cancelled, and any of the terms or conditions
              hereof may be waived, only by a written instrument
              executed by both of the parties hereto, or, in the
              case of waiver, by or on behalf of the party
              waiving compliance.  The failure of any party at
              any time or times to require performance of any
              provision hereof shall in no manner affect the
              right at a later time to enforce the same.  No
              waiver by any party of any condition, or of any
              breach of any term contained in this Agreement, in
              any one or more instances, shall be deemed to be or
              construed as a further or continuing waiver of any
              such condition or breach or a waiver of any other
              condition or of any breach of any other term.

        WITNESS WHEREOF, Sublessor and Sublessee have hereunto
set their hands effective the day and year first above written.   

                            CHEMED CORPORATION
                            (Sublessor)


                            By:   /s/ Naomi C. Dallob        
                                  Vice President and Secretary


                            NATIONAL SANITARY SUPPLY COMPANY
         

                            By:   /s/ Edward L. Hutton        
                                  Chairman


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