FIRST AMENDMENT

                                       TO

                              EMPLOYMENT AGREEMENT



           This First  Amendment to  Employment  Agreement,  dated as of July 1,
1996 (the  "Amendment"),  is by and between  NATIONAL HOME HEALTH CARE CORP.,  a
Delaware  corporation having an address at 700 White Plains Road, Suite 363, New
York, New York 10583 (the "Company") and THOMAS SMITH,  an individual  having an
address c/o Nurse Care, Inc., 57 Plains Road,  Milford,  Connecticut  06460 (the
"Employee").

           WHEREAS,  the Company and the Employee  are parties to an  Employment
Agreement dated as of August 1993 (the "Agreement"); and

           WHEREAS,  the Company and the Employee  desire to amend the Agreement
in certain respects.

           NOW,  THEREFORE,  in  consideration  of the  foregoing and the mutual
covenants and  conditions  hereinafter  set forth,  the parties  hereby agree as
follows:

           1. Amendment to the Agreement.  The Agreement hereby is amended as of
July 1, 1996, as follows:

                      (a) The first  sentence of  Paragraph  2 of the  Agreement
           hereby is amended such that the amount  "$93,600"  contained  therein
           hereby  is  changed  to  "$115,000"  and the word  "first"  contained
           therein hereby is changed to "third".

                      (b) The third  sentence of  Paragraph  2 of the  Agreement
           hereby is amended such that the word "two"  contained  therein hereby
           is changed to "three".

                      (c) New  Sections 11 and 12  contained in Annex A attached
           hereto   hereby  are  added  in  their   entirety  to  the  Agreement
           immediately  following Section 10 thereof and each subsequent section
           of the Agreement hereby is renumbered accordingly.

           2.  Counterparts.  This  Amendment  may be  signed  in  one  or  more
counterpart  copies,  each of which  constitutes an original,  but all of which,
when taken  together,  shall consti tute one  agreement  binding upon all of the
parties hereto.



<PAGE>



           3. Governing  Law. This Amendment  shall be governed by and construed
in  accordance  with the laws of the  State of New York,  without  regard to the
conflicts of law rules thereof.

           4.  Agreement to Continue as Amended.  Except as modified and amended
by this  Amendment,  the  Agreement  shall remain and continue in full force and
effect after the date hereof.

           IN WITNESS WHEREOF,  the parties hereunto have executed and delivered
this Amendment as of the date first written above.


                                           NATIONAL HOME HEALTH CARE CORP.


                                           By:  /s/ Frederick Fialkow
                                              --------------------------
                                              Name:   Frederick Fialkow
                                              Title:



                                                /s/ Thomas Smith
                                              --------------------------
                                              Thomas Smith


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<PAGE>



                                     ANNEX A


           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:

                      a. 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;

                      b.  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;

                      c. 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

                      d.  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

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<PAGE>


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 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.


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