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                             EMPLOYMENT AGREEMENT


                  The Employment Agreement ("Agreement") is entered into as of
August 19, 1996 between, THE CARE GROUP, INC., a Delaware corporation (the
"Company"), and RICHARD JUNG ("Jung").

                  In consideration of the mutual covenants and conditions set
forth herein, the parties hereby agree as follows:

1.       EMPLOYMENT.  The Company hereby employs Jung in the capacity of 
         President and Chief Executive Officer.  Jung accepts such employment 
         and agrees to perform such services as are customary to such office 
         and as shall from time to time be assigned to him by the Board of 
         Directors.

2.       TERM. The employment hereunder shall be for a period of 1 year,
         commencing on August 19, 1996 (the "Commencement Date") and shall be
         automatically renewed for successive one year periods unless earlier
         terminated as provided in Section 5. Jung's employment will be on a
         full-time basis requiring the devotion of such amount of his
         productive time as is necessary for the efficient operation of the
         business of the Company.

3.       COMPENSATION AND BENEFITS

         3.1      SALARY. For the performance of Jung's duties hereunder, the
                  Company shall pay Jung an annual salary of $200,000, payable
                  (less required withholdings) no less frequently than twice
                  monthly with the annual salary changing to $250,000, payable
                  (less required withholdings) no less frequently than twice
                  monthly effective January 1, 1997.

         3.2      BONUS.  The Company shall also pay Jung a guaranteed bonus of
                  $50,000 payable in the first quarter of 1997.  During the 
                  first fiscal year the Board of Directors and Jung will 
                  establish a mutually acceptable bonus plan for the second and
                  subsequent fiscal years, which plan (i) will provide Jung 
                  with appropriate incentives and the opportunity to earn bonus
                  amounts comparable to those available to top executive 
                  officers of similar companies, (ii) will provide Jung with 
                  the opportunity to earn bonus amounts of up to $100,000 for 
                  1997 payable in the first quarter of 1998 and (iii) may base 
                  the bonus awards on the amount of earnings per share for the
                  Company as defined by Generally Accepted Accounting 
                  Principles ("GAAP").

         3.3      STOCK OPTIONS. Upon commencement of Jung's employment
                  hereunder, the Company shall grant to Jung 300,000 options
                  under the Company's Stock Option Plan at a price of $2.31
                  per share. 60,000 options shall vest on the date of this
                  Agreement, and 60,000 options shall vest on each of January
                  1, 1997, 1998, 1999 and 2000.




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         3.4      BENEFITS. Jung shall be entitled to such medical, disability
                  and life insurance coverage and such vacation, sick leave
                  and holiday benefits, if any, as are made available to the
                  Company's top executive personnel, all in accordance with
                  the Company's benefits program in effect from time to time.

         3.5      REIMBURSEMENT OF EXPENSES. Jung shall be entitled to be
                  reimbursed for all reasonable expenses, including but not
                  limited to expenses for travel, meals and entertainment,
                  incurred by Jung in connection with and reasonably related
                  to the furtherance of the Company's business.

         3.6      ANNUAL REVIEW. On each anniversary of the Commencement Date,
                  the Board of Directors will review Jung's performance and
                  compensation hereunder (including salary, bonus and stock
                  options and/or other equity incentives) and will consider
                  whether to increase such compensation, but will not have
                  authority, as the result of such review, to decrease any
                  portion of such compensation without the written consent 
                  of Jung.

4.       CHANGE OF CONTROL.  Upon the occurrence of a Change in Control of the 
         Company (as defined below), all options then granted to Jung which are
         unvested at the time of the Change in Control will be immediately 
         vested.  In addition, notwithstanding the provisions of Section 5.2(b),
         in the event of a termination of Jung's employment hereunder by the 
         Company following a Change of Control, the Company will promptly pay 
         Jung, in addition to the amounts required under Section 5.2(a), a lump
         sum severance amount, payable immediately upon such termination of 
         employment, equal to six (6) months of salary, excluding bonus.

         As used herein, a "Change of Control" of the Company shall be deemed
         to have occurred:

                  (a)      Upon the consummation, in one transaction or a 
                           series of related transactions, of the sale or other
                           transfer of voting power (including voting power
                           exercisable on a contingent or deferred basis as 
                           well as immediately exercisable voting power) 
                           representing effective control of the Company to a 
                           person or group of related persons who, on the date
                           of this Agreement, does not have effective voting 
                           control of the Company, whether such sale or 
                           transfer results from a tender offer or otherwise; or

                  (b)      Upon the consummation of a merger or consolidation
                           in which the Company is a constituent corporation
                           and in which the Company's shareholders immediately
                           prior thereto will beneficially own, immediately
                           thereafter, securities of the Company or any
                           surviving or new corporation resulting therefrom
                           having less than a majority of the voting power of
                           the Company or any such surviving or new
                           corporation; or


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                  (c)      Upon the consummation of a sale, lease, exchange or
                           other transfer or disposition by the Company of all
                           or substantially all of its assets to any person or
                           group or related persons.

5.       TERMINATION.

         5.1      TERMINATION EVENTS.  The employment hereunder will terminate 
                  upon the occurrence of any of the following events:

                  (a)      Jung dies;

                  (b)      the Company, by written notice to Jung or his
                           personal representative, discharges Jung due to the
                           inability to perform the duties assigned to him
                           hereunder for a continuous period exceeding 90 days
                           by reason of injury, physical or mental illness or
                           other disability, which condition has been
                           certified by a physician; provided, however, that
                           prior to discharging Jung due to such disability,
                           the Company shall give a written statement of
                           findings to Jung or his personal representative
                           setting forth specifically the nature of the
                           disability and the resulting performance failures,
                           and Jung shall have a period of ten (10) days
                           thereafter to respond in writing to the Board of
                           Directors' findings.

                  (c)      Jung is discharged by the Board of Directors of the
                           Company for cause. As used in this Agreement, the
                           term "cause" shall mean:

                           (i)      Jung's conviction of (or pleading guilty
                                    or nolo contendere to) a felony or any
                                    misdemeanor involving dishonesty or moral
                                    turpitude; provided, however, that prior
                                    to discharging Jung for cause, the Company
                                    shall give a written statement of findings
                                    to Jung setting forth specifically the
                                    grounds on which cause is based, and Jung
                                    shall have a period of ten (10) days
                                    thereafter to respond in writing to the
                                    Board of Directors' findings;

                           (ii)     the willful and continued failure of Jung
                                    to substantially perform his duties with
                                    the Company (other than any such failure
                                    resulting from illness or disability)
                                    after a demand for substantial performance
                                    is requested by the Company's Board of
                                    Directors, which specifically identifies
                                    the manner in which it is claimed Jung has
                                    not substantially performed his duties, or
                                    (b) Jung is willfully engaged in
                                    misconduct which has, or can reasonably be
                                    expected to have, a direct and material
                                    adverse monetary effect on the Company.
                                    For purposes of this Section no act or
                                    failure to act on Jung's part shall be
                                    considered "willful" if done, or omitted
                                    to be done, by Jung in good faith and with
                                    reasonable belief that Jung's action or

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                                    omission was in the best interest of the 
                                    Company.  No termination shall be effected
                                    for Cause unless Jung has been provided 
                                    with specific information as to the acts or
                                    omissions which form the basis of the
                                    allegation of Cause, and Jung has had an
                                    opportunity to be heard, with counsel if
                                    he so desired, before the Board of
                                    Directors and such Board determines in
                                    good faith that Jung was guilty of conduct
                                    constituting "Cause" as herein defined,
                                    specifying the particulars thereof in
                                    detail.

                  (d)      Jung is discharged by the Board of Directors of the 
                           Company without cause, which the Company may do at 
                           any time, with at least 30 days advance notice; or

                  (e)      Jung voluntarily terminates his employment due to
                           either (i) a default by the Company in the
                           performance of any of its obligations hereunder, or
                           (ii) an Adverse Change in Duties (as defined
                           below), which default or Adverse Change in Duties
                           remains unremedied by the Company for a period of
                           ten days following its receipt of written notice
                           thereof from Jung; or

                  (f)      Jung voluntarily terminates his employment for any
                           reason other than the Company's default or an
                           Adverse Change in Duties, which Jung may do at any
                           time with at least 30 days advance notice.

                           As used herein, "Adverse Change in Duties" means an
                  action or series of actions taken by the Company, without
                  Jung's prior written consent, which results in:

                           (1)      A change in Jung's reporting
                                    responsibilities, titles, job
                                    responsibilities or offices which results
                                    in a material diminution of his status,
                                    control or authority; or

                           (2)      The assignment to Jung of any positions,
                                    duties or responsibilities which are
                                    materially inconsistent with Jung's
                                    positions, duties and responsibilities or
                                    status with the Company; or

                           (3)      A requirement by the Company that Jung be
                                    based or perform his duties anywhere other
                                    than (i) at the Company's corporate office
                                    location on the date of this Agreement, or
                                    (ii) if the Company's corporate office
                                    location is moved after the date of this
                                    Agreement, at a new location that is no
                                    more than 60 miles from such prior
                                    location; or


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                           (4)      A failure by the Company to provide for
                                    Jung's participation in any newly adopted
                                    benefits or plans at a level or to an
                                    extent commensurate with that of other top
                                    executives of the Company.

         5.2      EFFECTS OF TERMINATION

                  (a)      Upon termination of Jung's employment hereunder for
                           any reason, the Company will promptly pay Jung all
                           compensation owed to Jung and unpaid through the
                           date of termination (including, without limitation,
                           salary, any bonus compensation earned as of the
                           date of termination and employee expenses
                           reimbursements).

                  (b)      In addition, if the employment is terminated under
                           Sections 5.1(d) or (e): (x) the Company shall pay
                           Jung, immediately upon such termination of
                           employment, a lump sum severance amount equal to
                           one-half of the then applicable annual salary,
                           including any bonus compensation earned as of the
                           date of termination and (y) all options then
                           granted to Jung which are unvested at the date of
                           termination will be immediately vested.

                  (c)      Upon termination of Jung's employment hereunder for
                           any reason, Jung agrees that for the six-month
                           period following the Termination Event:

                           (i)      Jung will not directly or indirectly,
                                    whether for his own account or as an
                                    individual, employee, director, consultant
                                    or advisor, or in any other capacity
                                    whatsoever, provide services to any
                                    person, firm, corporation or other
                                    business enterprise which is involved in
                                    the acquisition or management of physician
                                    practices or other service company that
                                    directly provides management services in
                                    the area of home healthcare, unless he
                                    obtains the prior written consent of the
                                    Board of Directors.

                           (ii)     Jung will not directly or indirectly
                                    encourage or solicit, or attempt to
                                    encourage or solicit, any individual to
                                    leave the Company's employ for any reason
                                    or interfere in any other manner with the
                                    employment relationships at the time
                                    existing between the Company and its
                                    current or prospective employees.

                           (iii)    Jung will not induce or attempt to induce
                                    any provider, payor, customer, supplier,
                                    distributor, licensee or other business
                                    relation of the Company to cease doing
                                    business with the Company or in any way
                                    interfere with the existing business
                                    relationship between any such

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                                    customer, supplier, distributor, licensee 
                                    or other business relation and the Company.

                  Jung acknowledges that monetary damages may not be
         sufficient to compensate the Company for any economic loss which may
         be incurred by reason of breach of the foregoing restrictive
         covenants. Accordingly, in the event of any such breach, the Company
         shall, in addition to any remedies available to the Company at law,
         be entitled to obtain equitable relief in the form of an injunction
         precluding Jung from continuing to engage in such breach.

                  In any restriction set forth in this paragraph is held to be
         unreasonable, then Jung and the Company agree, and hereby submit, to
         the reduction and limitation of such prohibition to such area or
         period as shall be deemed reasonable.

6.       GENERAL PROVISIONS

         6.1      ASSIGNMENT. Neither party may assign or delegate any of his
                  rights or obligations under this Agreement without the prior
                  written consent of the other party.

         6.2      ENTIRE AGREEMENT. This Agreement contains the entire
                  agreement between the parties with respect to the subject
                  matter hereof and supersedes any and all prior agreements
                  between the parties relating to such subject matter.

         6.3      MODIFICATIONS.  This Agreement may be changed or modified 
                  only by an agreement in writing signed by both parties hereto.

         6.4      SUCCESSOR AND ASSIGNS. The provisions of this Agreement
                  shall inure to the benefit of, and be binding upon, the
                  Company and its successors and assigns and Jung and Jung's
                  legal representatives, heirs, legatees, distributees,
                  assigns and transferees by operation of law, whether or not
                  any such person shall have become a party to this Agreement
                  and have agreed in writing to join and be bound by the terms
                  and conditions hereof.

         6.5      GOVERNING LAW.  This Agreement shall be governed by, and 
                  construed in accordance with, the laws of the State of 
                  New York.

         6.6      FURTHER ASSURANCES.  The parties will execute such further 
                  instruments and take such further actions as may be 
                  reasonably necessary to carry out the intent of this 
                  Agreement.

         6.7      SEVERABILITY. If any provision of the Agreement is held by a
                  court of competent jurisdiction to be invalid, void or
                  unenforceable, the remaining provisions shall nevertheless
                  continue in full force and effect.

         6.8      NOTICES. Any notices or other communications required or
                  permitted hereunder shall be in writing and shall be deemed
                  received by the recipient

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                  when delivered personally or, if mailed, five (5) days after
                  the date of deposit in the United States mail, certified or
                  registered, postage prepaid and address, in the case of the
                  Company, to: The Care Group, Inc., 1 Hollow Lane Suite 110,
                  Lake Success, New York, 11042, Attn: Ann Mittasch, Chairman
                  with a copy to Brobeck, Phleger & Harrison, LLP, 1301 Avenue
                  of the Americas, New York, New York 10019, Attn: Richard
                  Plumridge, Esq., and in the case of Jung, to the address
                  shown for Jung on the signature page hereof, or to such
                  other address as either party may later specify by at least
                  ten (10) days advance written notice delivered to the other
                  party in accordance herewith.

         6.9      NO WAIVER. The failure of either party to enforce any
                  provision of this Agreement shall not be construed as a
                  waiver of that provision, nor prevent that party thereafter
                  from enforcing that provision or any other provision of this
                  Agreement.

         6.10     LEGAL FEES AND EXPENSES. In the event of any disputes under
                  this Agreement, each party shall be responsible for their
                  own legal fees and expenses which it may incur in resolving
                  such dispute.

         6.11     COUNTERPARTS. This Agreement may be executed in
                  counterparts, each of which shall be deemed to be an
                  original, but all of which together shall constitute one and
                  the same instrument.

         IN WITNESS WHEREOF, the Company and Jung have executed this
Agreement, effective as of the day and year first above written.


COMPANY
                                              JUNG


The Care Group, Inc.
  a Delaware corporation


By:   /s/ Ann Mittasch                            /s/ Richard Jung
   ------------------------------------      ----------------------------------
          Ann Mittasch, Chairman                     Richard Jung



                                              Address:

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