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 STEVEN FIALKOW,  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.



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        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/ Steven Fialkow
                                            --------------------------
                                             Steven Fialkow


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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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