EMPLOYMENT AGREEMENT


           This  Agreement,  dated as of July 1, 1996,  by and between  NATIONAL
HOME HEALTH CARE CORP., a Delaware corporation, with offices at 700 White Plains
Road,  Scarsdale  New York  10583 (the  "Company"),  and  ROBERT P.  HELLER,  an
individual residing at 617 Fir Court, Norwood, New Jersey 07648 ("Employee").

                               W I T N E S S E T H

           WHEREAS, Employee is currently employed by the Company; and

           WHEREAS, the Company wishes to continue to employ Employee;

           NOW, THEREFORE, the parties agree as follows:

           1.  Employment:  he  Company  hereby  agrees to employ  Employee  and
Employee  agrees to be employed by the Company upon the terms and conditions set
forth  below  for a  period  of one  (1)  year  commencing  on the  date of this
Agreement,   unless  sooner  terminated  as  herein  provided  (the  "Employment
Period").  During  the  Employment  Period,  Employee  will  initially  hold the
position  of Vice  President  of  Finance  and Chief  Financial  Officer  of the
Company, and, thereafter, hold such positions of an executive nature and perform
all duties and  services  incident  to those  positions  as may be  assigned  to
Employee  from time to time by the Board of  Directors  or the  President of the
Company. Employee will devote substantially all his working time and energies to
the business of the Company to  accomplish  the duties  assigned by the Board of
Directors of the Company,  will perform  those duties to the best of  Employee's
ability and will devote  Employee's best efforts to advance the interests of the
Company.

           2.  Compensation:  For all  services  performed  by Employee  for the
Company during the Employment  Period, the Company will pay Employee a salary at
the rate of  $107,000  per annum  until  August 1, 1996 and  increasing  by five
percent  (5%) of the  original  rate for  each  subsequent  twelve-month  period
thereafter  ("Salary"),  payable in accordance with the normal payment practices
of the  Company.  The  Company  will  provide  Employee  the use,  for  business
purposes,  of a full-sized  domestic  automobile owned or leased by the Company,
Employee will be entitled to vacation during the Employment Period not to exceed
three  weeks  per  annum.  The  vacation  may be taken at times  agreed  upon by
Employee and the Company. During that vacation, Employee will receive Employee's
usual  compensation.  No  additional  compensation  will be paid to Employee for
vacation time that is not taken. Employee will be entitled to participate,  at a
level  commensurate with his position,  in any benefit plans,  including health,
pension  and  stock  option  plans  adopted  by the  Company  for its  executive
employees.

           3.  Reimbursement of Expenses:  The Company recognizes that Employee,
in performing  Employee's duties under this Agreement,  may be required to spend
sums of money in connection with those duties on behalf of or for the benefit of
the Company. Employee may present


<PAGE>



to the Company, on a weekly basis, an itemized voucher listing all sums of money
paid or expenses incurred by Employee in the performance of Employee's duties on
behalf of or for the  benefit  of the  Company,  and,  on  presentation  of that
itemized  voucher,  the  Company  will  reimburse  Employee  or pay the  expense
incurred for all reasonable expenses itemized on the voucher including,  but not
limited to, travel,  meals, lodging,  entertainment and promotion.  In addition,
commencing as of the date hereof, the Company will initially pay to Employee the
amount of Employee's annual  contribution under the Company's Premium Conversion
Plan (the "Annual Premium Contribution Amount"),  payable in accordance with the
normal payment practices of the Company.

           4. Death and Disability:

                      A. The  Employment  Period shall  terminate on the date of
Employee's   death,  in  which  event  Employee's   Salary  and  Annual  Premium
Contribution  Amount earned or accrued and reimbursable  expenses owing, if any,
through  the  date of  Employee's  death,  shall be paid to  Employee's  estate.
Employee will not be entitled to any other compensation upon termination of this
Agreement pursuant to this paragraph 4(A).

                      B. If, during the Employment Period, in the opinion of the
Company,  Employee,  because of physical or mental illness or incapacity,  shall
become  substantially  unable to perform the duties and services required of him
under this  Agreement for a period of three (3)  consecutive  months or four (4)
months in the aggregate  during any six (6) month period,  the Company may, upon
at least  ten (10)  days'  prior  written  notice  given at any time  after  the
expiration  of such three (3) or four (4) month  period,  as the case may be, to
Employee of its intention to do so,  terminate this Agreement as of such date as
may be set forth in the notice. In case of such  termination,  Employee shall be
entitled to receive his Salary and Annual Premium  Contribution Amount earned or
accrued  and  reimbursable  expenses  owing  to  Employee  through  the  date of
termination.  Employee  will not be  entitled  to any  other  compensation  upon
termination of this Agreement pursuant to this paragraph 4 (B).

           5. Discharge for Cause: The Company may discharge  Employee for cause
at any  time.  Cause for  discharge  will  exist  when (i)  Employee  materially
breaches  this  Agreement  and such breach is not cured within  thirty (30) days
following  written  notice by the  Company  to  Employee  of such  breach,  (ii)
Employee  commits  any act or engages in any  course of action  involving  moral
turpitude  which  adversely  affects the  reputation  of the  Company,  or (iii)
Employee breaches any policy applicable to all executive officers of the Company
promulgated  by  Company's  Board of  Directors,  the  breach  of which has been
specified  by the  Board of  Directors  to be cause  for  discharge,  including,
without  limitation,  those  policies  set forth in the  Addendum to  Employment
Agreement  between the Company and  Employee  attached  hereto and  incorporated
herein by reference.  If, during the Employment  Period,  Employee is discharged
for cause, this Agreement terminates and the Company,  without any limitation on
any remedies it may have at law or equity,  is without  liability  for Salary or
any other liability to Employee after the date of such discharge.


                                       -2-

<PAGE>



           6. Disclosure of Confidential Information: "Confidential Information"
means all information  known by Employee,  because of employment by the Company,
about the Company's present or prospective  products,  processes,  services,  or
activities.  Confidential  Information  does not include  information  generally
known,  other  than  through  breach  of a  confidentiality  agreement  with the
Company,  in the  industries  in which the Company  engages or may  engage.  The
determination as to whether  information is generally known in the industries in
which the Company  engages or may engage will be made, in good faith,  solely by
the  Company and will be binding on  Employee.  Employee  will never,  during or
after the  Employment  Period,  directly  or  indirectly,  use any  Confidential
Information  except in the performance of Employee's duties for the Company,  or
publish  or  disclose  any  Confidential  Information  except to persons to whom
disclosure  of  Confidential  Information  is  necessary in the  performance  of
Employee's  duties and to other persons as directed by the Company.  The Company
has the  right to  decide  in what  circumstances  disclosures  of  Confidential
Information  are  necessary.  Employee  will use his  best  efforts  to  prevent
unauthorized use or disclosure of Confidential Information.  Upon termination of
employment  with the Company,  Employee will deliver to the Company all writings
relating  to  or  containing  Confidential   Information,   including,   without
limitation, notes, memoranda, letters, drawings, diagrams and printouts and also
including  any  tapes,  discs  or  other  forms of  recorded  information.  Full
compliance  with this  paragraph is a condition of  continued  employment  with,
retention  by or  association  with,  the  Company.  If  Employee  violates  any
provision  of this  paragraph  during the  Employment  Period,  the  Company may
immediately  discharge  Employee  without any  liability  for Salary or an other
liability  to Employee  after the date of  discharge.  If Employee  violates any
provision of this paragraph during or after the Employment  Period,  the Company
will  have  no  further  liability  to  Employee,  including  rights,  benefits,
privileges  or other  interests  which may have  vested for  Employee's  account
during the Employment  Period.  Moreover,  if Employee violates any provision of
this paragraph during or after the Employment  Period, the company may seek full
indemnification  from Employee should the Company suffer any monetary damages or
incur any legal  liability to any person as a result of the disclosure or use of
Confidential Information by Employee in violation of this paragraph.

           7.  Restrictive  Covenants:  During the  Employment  Period and for a
period of six (6) months  thereafter,  Employee will not directly or indirectly,
either as an individual or as a partner, joint venturer, independent contractor,
consultant, stockholder, director, employee or officer, engage in or participate
in the  management or ownership of any business or activity in the New York City
metropolitan area, including suburban and other counties of New York, New Jersey
and Connecticut  generally considered a part of such area, or in any other state
in which the Company is registered to do business as of the date of  termination
of the Employment Period which directly or indirectly competes with the business
conducted by the Company.  Employee  recognizes and hereby acknowledges that the
restrictions  imposed upon  Employee in this  paragraph are  reasonable  and are
necessary for the protection of the business of the Company.

           8. Ownership of Inventions,  Discoveries and  Improvements:  Employee
shall promptly  disclose in writing to the Board of Directors of the Company all
inventions,  discoveries,  designs, developments,  processes, software programs,
works of  authorship,  formulas,  data,  techniques  and any other  improvements
conceived, devised, created, or developed by Employee

                                       -3-

<PAGE>



(either alone or with others) while in the employ of the Company  (collectively,
"Invention"),  and Employee  shall transfer and assign to the Company all right,
title and interest in and to such Invention,  including any and all domestic and
foreign patent rights,  domestic and foreign  copyright rights therein,  and any
renewal thereof.  Such disclosure is to be made promptly after the conception of
each  Invention,  and each Invention is to become and remain the property of the
Company,  whether or not patent or copyright  applications  are filed thereon by
the Company.  On request of the  Company,  Employee  shall  execute from time to
time,  during or after the termination of employment,  such further  instruments
including,  without  limitation,  applications  for patents and  copyrights  and
assignments  thereof as maybe  deemed  necessary  or desirable by the Company to
effectuate the provisions of this paragraph 8.

           9.  Construction:  If the  provisions of paragraph 7 should be deemed
unenforceable,  invalid,  or overbroad in whole or in part for any reason,  then
any court of competent  jurisdiction  or any Arbitrator  appointed in accordance
with paragraph 10 is hereby authorized,  requested and instructed to reform such
paragraph  to provide for the maximum  competitive  restraints  upon  Employee's
activities (in time, product,  geographic area, and customer solicitation as may
then be legal and valid).

           10. Remedies, Damages and Jurisdiction:

                      A. Employee  agrees that violation of paragraphs 6, 7 or 8
would cause irreparable  injury to the Company for which the remedy at law would
be  inadequate,  and that the  Company  shall be entitled in any court of law or
equity or in any  arbitration  proceeding in accordance  with this paragraph 10,
whichever forum is designated by the Company, to preliminary, permanent or other
injunctive  relief against any breach of the provisions  contained in paragraphs
6, 7 or 8, and such  punitive  and  compensatory  damages  as shall be  awarded.
Further,  in the event of a violation  of the  provisions  of  paragraph  7, the
period of noncompetition referred to therein shall be extended but not decreased
for a period of time equal to the period that the violation occurred.

                      B. Except as  otherwise  provided in  paragraphs 9 and 10A
relating to the reformation of the restrictive covenants and obtaining equitable
relief,  any controversy or claim arising out of, or relating to this Agreement,
or the breach thereof,  shall be settled by arbitration by one arbitrator in New
York,  New  York,  in  accordance  with the  rules of the  American  Arbitration
Association,  and  judgment  upon the award  rendered by the  arbitrator  may be
entered in any court having jurisdiction thereof.

                      C. Each of the Company and Employee hereby consents to the
jurisdiction of the Supreme Court of the State of New York for the County of New
York and the United States District Court for the Southern  District of New York
for all purposes in connection with said arbitration or for obtaining the relief
referred to in  paragraphs  6, 7 or 8, and further  consents that any process or
notice of motion  therewith  may be served by  certified or  registered  mail or
personal service, within or without the State of New York, provided a reasonable
time for appearance is allowed.

                                       -4-

<PAGE>




           11. Change in Control Bonus. In the event of a Change in Control,  as
defined  below,  the Company  promptly  shall pay to Employee a lump-sum  amount
equal to one-half of  Employee's  Salary at the time of the  occurrence  of such
Change in Control. The Company hereby agrees to obtain a satisfactory  agreement
from any successor to assume and agree to perform this  Agreement.  For purposes
of this Agreement, a "Change in Control" shall have occurred if:

                      (i) any "person",  as such term is used in Sections  13(d)
and 14(d) of the  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
Act") (other than the Company, any trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any corporation owned, directly
or indirectly,  by the  stockholders  of the Company in  substantially  the same
proportions  as their  ownership  of stock of the  Company),  is or becomes  the
"beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act),  directly
or  indirectly,  of  securities of the Company  representing  50% or more of the
combined voting power of the Company's then outstanding securities;

                      (ii)  during any  period of not more than two  consecutive
years (not  including  any period  prior to the  execution  of this  Agreement),
individuals  who at the beginning of such period  constitute the Board,  and any
new director (other than a director  designated by a person who has entered into
an agreement  with the Company to effect a transaction  described in clause (a),
(c) or (d) of this  Section)  whose  election  by the  Board or  nomination  for
election  by the  Company's  shareholders  was  approved  by a vote of at  least
two-thirds (2/3) of the directors then still in office who either were directors
at the beginning of the period or whose  election or nomination for election was
previously  so approved,  cease for any reason to constitute at least a majority
thereof;

                      (iii) the  shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than (A) a merger
or  consolidation  which would  result in the voting  securities  of the Company
outstanding  immediately  prior  thereto  continuing  to  represent  (either  by
remaining  outstanding  or by being  converted  into  voting  securities  of the
surviving  entity)  more than 80% of the  combined  voting  power of the  voting
securities of the Company or such surviving entity outstanding immediately after
such  merger or  consolidation  or (B) a merger  or  consolidation  effected  to
implement a recapitalization of the Company (or similar transaction) in which no
"person" (as hereinabove  defined) acquires more than 50% of the combined voting
power of the Company's then outstanding securities; or

                      (iv) the  shareholders  of the  Company  approve a plan of
complete  liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets.

           12. Assignment. Neither this Agreement, nor any of Employee's rights,
powers,  duties or  obligations  hereunder,  may be assigned by  Employee.  This
Agreement  shall be binding  upon and inure to the benefit of  Employee  and his
heirs and legal  representatives and the Company and its successors and assigns.
Successors of the Company shall include, without limitation, any corporation

                                       -5-

<PAGE>



or corporations acquiring,  directly or indirectly,  all or substantially all of
the assets of the Company, whether by merger, consolidation,  purchase, lease or
otherwise,  and such successor shall  thereafter be deemed "the Company" for the
purpose hereof.

           13.  Severability:  If any of the provision of this Agreement is held
to be invalid, illegal, or unenforceable, that determination will not affect the
enforceability  of any other  provisions  of this  Agreement,  and the remaining
provisions of this  Agreement will be valid and  enforceable  according to their
terms.

           14.   Binding   Effect:   This  Agreement   constitutes   the  entire
understanding  of the parties,  may be modified only in writing,  is governed by
and  construed  in  accordance  with the laws of the state of New York,  without
regard to the conflicts of law rules thereof, and will be binding upon and inure
to the benefit of  Employee  and  Employee's  personal  representatives  and the
Company and the  Company's  successors  and  assigns.  This  Agreement is in the
nature of a personal  services  contract,  is not assignable by Employee and the
duties imposed hereby are non-delegable.

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

                                     NATIONAL HOME HEALTH CARE CORP.

                                     By:   /s/ Frederick H. Fialkow
                                         ------------------------------
                                           Frederick H. Fialkow, President


                                           /s/ Robert P. Heller
                                         ------------------------------
                                           ROBERT P. HELLER

                                       -6-

<PAGE>



                        ADDENDUM TO EMPLOYMENT AGREEMENT:
              BUSINESS POLICIES OF NATIONAL HOME HEALTH CARE CORP.

           This addendum  supplements and is hereby  incorporated into the terms
of your Employment  Agreement.  The Company has set forth in this addendum basic
principles  and  standards of conduct that senior  management  of the Company is
expected to follow in all respects. You have a personal  responsibility to abide
by each of the standards. Each person, alone, is responsible for his actions. No
one will be  permitted  to justify an illegal  act by claiming it was ordered by
someone higher in management.  No one, regardless of level or position,  is ever
authorized to direct an employee to commit an illegal or unethical act.

           As a summary of basic principles,  this addendum does not include all
the rules and  regulations  that  apply to every  situation.  The  absence  of a
specific  practice  or  instruction  covering a  particular  situation  does not
relieve you from  exercising  the highest  ethical  standards  applicable to the
circumstances.  If you have  questions  as to what the proper  course of conduct
should be in any given situation consult me and the Company's legal counsel.

           Violations  of  the   guidelines   set  forth  below  can  result  in
disciplinary action, including dismissal, and possible criminal prosecution.

           Any  reprisal  against  an  employee  who in  good  faith  reports  a
violation  or  suspected  violation  of  law or  company  policies  is  strictly
forbidden. 

                                     * * *


<PAGE>



           1. It is the Company's policy to comply fully with the law. We should
avoid even the  appearance of wrongdoing  and, at all times,  should conduct our
business according to the highest ethical standards.

           Since the Company is a medical services company, there are many state
and federal laws and regulations which affect and define the responsibilities of
each employee.  These laws and  regulations  must be adhered to at all times. If
there is ever any doubt on your part about the  meaning  of a law or  regulation
you must check with corporate  counsel or special  counsel.  You are responsible
for designing,  implementing  and monitoring  quality control programs to assure
that  Company  policies  are  being  followed  and  that  all  personnel  are in
compliance.  In connection with any compliance  program, it is vital that you be
sure that no  falsification of records be allowed and you must undertake to have
programs developed to assure that this does not happen.

           2. The Company shall not tolerate any unfair competition.  Additional
guidelines relating to this general policy are,:

           -          do not interfere with contracts made between a prospective
                      customer and a competitor.

           -          never engage in commercial bribery.

           -          do not disparage a competitor's services,

           -          be accurate and truthful in all  dealings  with  customers
                      and be careful not to misrepresent  the state and quality,
                      features or availability of our services.

           3. The Company  awards  business to  suppliers  solely on merit.  You
should  have no  relationship,  financial  or  otherwise,  with any  supplier or
competitor that might be construed as a

                                       -2-

<PAGE>



conflict  of  interest  or that might  even  appear to impair  your  independent
judgment  on  behalf  of the  Company.  Gifts,  loans  or  any  other  thing  of
significant value should not be accepted or solicited, even indirectly.

           4.  Each  employee's  primary  obligation  is to  the  Company,  and,
therefore,  any form of outside  activity  must be kept  totally  separate  from
employment  with the Company.  No outside'  activity  should  involve the use of
Company assets, materials or facilities.

           5. You cannot use your  position in the  Company for outside  gain or
benefit,   nor  should  you  use  property  or  other  confidential  or  private
confidential information in any outside activity.

           6. The law requires that the Company's  books and records  accurately
and fairly reflect  transactions  in reasonable  detail,  and that the Company's
internal accounting controls provide reasonable assurances that:

           -          transactions are carried out in an authorized manner.

           -          transactions  have been  reported  and  recorded to permit
                      correct   preparation  of  financial   statements  and  to
                      maintain  accurate records of assets.  access to assets is
                      in accordance with management's authorization.

           -          inventories   of  assets   are  taken   periodically   and
                      appropriate action is taken to correct discrepancies.

           7. Every  employee who has control over Company  funds is  personally
accountable for such funds. There are no exceptions to this rule.

                                       -3-

<PAGE>



           When  spending   Company  money  or  personal   money  that  will  be
reimbursed,  or  requesting  services that will cause Company money to be spent,
the  employee  involved  should make sure the Company  receives  proper value in
return and should be sure the expenditure is for a legitimate business purpose.

           Anyone  responsible  for the  handling  of Company  revenue,  and the
associated records and materials, is accountable for their safe keeping.

           8. The Company  categorically  forbids the use of corporate funds for
the support of political  parties or  candidates.  No employee is  authorized to
make or approve such a contribution.

           9. Company  business  records must always be prepared  accurately and
reliably,  since they are of critical  importance to the  Company's  meeting its
financial, legal and management obligations.

           10.  Records  containing  personal data on patients and the Company's
employees are  confidential.  As such, they are to be carefully  safeguarded and
kept current and accurate. They should be disclosed only to authorized personnel
having a "need to know" or  pursuant  to lawful  processes.  Should you have any
questions  about  disclosure,  consult with the Company's  legal counsel  before
disclosing.

           11. When a dishonest  act by an employee is  discovered  it should be
reported immediately and directly to me.

           12. The Company encourages  employees to participate in its future by
investing  in its  securities.  However,  in trading in Company  securities  you
should be aware that it may be illegal (and possibly result in civil or criminal
penalties)  to buy or sell Company  securities  while in  possession of material
non-public information about the Company.

                                       -4-

<PAGE>



           Material   information   can  be  anything  that  could  have  actual
significance in an investors  decision,  such as acquisition  plans;  dividends,
earnings,  new  contracts,  products;  major  regulatory,  court or  legislative
events; and major management changes or other business plans. Employees aware of
such,  information prior to its being made public should not buy or sell company
securities until the information has been made public.

           Employees  should not trade in the securities of other companies when
they know material non-public information about these companies which they learn
as part of their job. For example,  you may learn that another  company is being
considered for a major contract or any other information which could have actual
significance  in an  investor's  decision  about  the  securities  of the  other
Company.

           Employees should keep any  such-information  about the Company or any
other  company  secret  and use it only for  Company  'purposes,  because  it is
unlawful to "tip"  others who may buy or sell such  securities,  even though the
tipper does not.

           Some  types of  trading -- even if  innocent  -- could  appear to the
public and to public  officials to be based on the misuse of inside  information
concerning the Company.  To avoid even an appearance of  impropriety,  employees
are not to engage in short term speculation in company  securities (that is, the
purchase and sale on the open market within a six month  period).  Nor should an
employee  engage in any  transaction  when he stands to profit  due to the short
term savings in the value of the Company's  securities.  An example of this type
of trading includes "short sales" (selling borrowed  securities which the seller
hopes can be purchased at a lower price when they are due for delivery).


                                       -5-

<PAGE>


           Please indicate your acceptance of the Company's business policies by
signing a copy of this addendum provided below.

                                                   /s/ Frederick H. Fialkow
                                                   ------------------------
                                                   Frederick H. Fialkow



 I  have  read  and   understand  the
 Company's   Business   Policies  and
 agree  to  fully   comply  with  all
 requirements  of law  affecting  the
 Company  and the  Business  Policies
 set forth herein.


/s/ Robert P. Heller
--------------------------



                                       -6-