EXHIBIT 10.14


                         NATIONAL HOME HEALTH CARE CORP.
                             AUDIT COMMITTEE CHARTER

Purpose
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          The role of the Audit  Committee  is to assist the Board of  Directors
(the "Board") in fulfilling its oversight responsibilities related to:

          o    the accounting, reporting, and financial practices of the Company
               and its  subsidiaries,  including  the integrity of the Company's
               financial statements;
          o    the surveillance of administration and financial controls and the
               Company's compliance with legal and regulatory requirements;
          o    the outside auditing firm's qualifications and independence; and
          o    the performance of the Company's  internal audit function and the
               Company's outside auditing firm.

          The Audit  Committee  shall also  prepare  the report  required by the
rules of the  Securities and Exchange  Commission  (the "SEC") to be included in
the Company's annual proxy statement.

Composition
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          The Audit  Committee shall consist of at least three but not more than
seven members as determined  from time to time by the Board.  Each member of the
Audit Committee shall be an independent member of the Board, with "independence"
for this purpose  determined by the Board in accordance  with  applicable  legal
standards, including those standards referred to below.

          Independence

          The  independence  of Audit  Committee  members  shall  be  determined
pursuant to the rules and regulations set by the SEC,  Section  10A(m)(3) of the
Securities Exchange Act of 1934 (the "Exchange Act") and the requirements of The
NASDAQ Stock Market, Inc. ("NASDAQ").

          Financial Expertise

          All members of the Audit Committee must be able to read and understand
financial statements at the time of their appointment.

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          At least one member of the Audit  Committee must have past  employment
experience  in  finance  or  accounting,   requisite   professional   accounting
certification or any other  comparable  experience or background that results in
the  individual's  financial  sophistication,  including  being or having been a
chief executive  officer,  chief financial  officer or other senior officer with
financial oversight  responsibilities.  In addition,  at least one member of the
Audit  Committee  (who may be the same  member  who  satisfies  the  requirement
specified in the preceding  sentence) must be a "financial expert," as such term
is defined by the SEC.


APPOINTMENT AND REMOVAL

          The members of the Audit  Committee  shall be  appointed  by the Board
upon the  recommendation  of a majority of the  independent  directors and shall
serve until such member's  successor is duly elected and qualified or until such
member's earlier resignation or removal.  The members of the Audit Committee may
be removed, with or without cause, by a majority vote of the Board.


CHAIRMAN


          Unless a chairman of the Audit  Committee  is  designated  by the full
Board  of  Directors  upon  recommendation  of a  majority  of  the  independent
directors,  the members of the Audit Committee shall designate a chairman of the
Audit Committee by the majority vote of the full Audit Committee membership. The
chairman of the Audit  Committee  will chair all  regular  sessions of the Audit
Committee and set the agenda for Audit Committee meetings.


DELEGATION TO SUBCOMMITTEES


          In  fulfilling  its  responsibilities,  the Audit  Committee  shall be
entitled to delegate any or all of its responsibilities to a subcommittee of the
Audit Committee.

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Meetings
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          The Audit  Committee  shall meet as often as it determines but no less
than once per quarter, either in person or telephonically, and at such times and
places as the Audit Committee shall  determine.  The Audit Committee should meet
regularly with each of management, the principal internal auditor of the Company
(or person who performs that function) and the outside auditing firm in separate
executive  sessions to discuss any matters that the Audit Committee or either of
these groups or persons believe should be discussed privately.  In addition, the
Audit Committee or its chairman  should meet with the  independent  auditors and
management quarterly to review the Company's financial statements. A majority of
the  members  of the Audit  Committee  present in person or by  telephone  shall
constitute a quorum.  The Audit  Committee  shall  report  regularly to the full
Board of Directors with respect to its activities.

          All  non-management  directors  who  are  not  members  of  the  Audit
Committee  may attend  meetings of the  Committee but may not vote. In addition,
the  Audit  Committee  may  invite  to its  meetings  any  director,  member  of
management  of the Company  and such other  persons as it deems  appropriate  in
order to carry out its  responsibilities.  The Audit  Committee may also exclude
from its  meetings  any persons it deems  appropriate  in order to carry out its
responsibilities.

Relationship with Independent Accountants

         The Audit Committee shall be directly responsible, in its capacity as a
committee of the Board, for the  appointment,  compensation and oversight of the
outside  auditing firm. In this regard,  the Audit Committee shall have the sole
authority to (A) appoint and retain, (B) determine the funding for, and (C) when
appropriate,  terminate,  the outside auditing firm, which shall report directly
to the Audit  Committee.  The Audit Committee shall be responsible for resolving
any disputes between the outside auditing firm and the Company's management.


Responsibilities and Duties

          To fulfill its responsibilities and duties the Audit Committee shall:

A.   Financial Reporting Processes and Documents/Reports Review

     1.  Evaluate  annually  the  performance  of the  Audit  Committee  and the
adequacy of the Audit Committee charter.

     2. Review and discuss with the outside  auditing firm: (A) the scope of the
audit,  the  results of the annual  audit  examination  by the  auditor  and any
accompanying

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management  letters,  and any difficulties the auditor encountered in the course
of their  audit work,  including  any  restrictions  on the scope of the outside
auditing  firm's  activities  or on access  to  requested  information,  and any
significant  disagreements  with management;  and (B) any reports of the outside
auditing firm with respect to interim periods.

     3. Review and discuss with  management  and the outside  auditing  firm the
annual  audited and  quarterly  unaudited  financial  statements of the Company,
including  (A) an  analysis of the  auditor's  judgment as to the quality of the
Company's accounting  principles,  setting forth significant financial reporting
issues and judgments  made in connection  with the  preparation of the financial
statements;  (B) the Company's  disclosures under  "Management's  Discussion and
Analysis of  Financial  Condition  and  Results of  Operations,"  including  the
development, selection and reporting of accounting policies that may be regarded
as critical;  and (C) major issues regarding the Company's accounting principles
and financial statement presentations,  including any significant changes in the
Company's  selection or  application  of  accounting  principles  and  financial
statement presentations.

     4.  Recommend  to the Board  whether  the  financial  statements  should be
included in the Annual Report on Form 10-K.

     5. Periodically  review and discuss the adequacy of the Company's  internal
controls,  any significant  deficiencies in internal  controls,  and significant
changes in such  controls;  and review and discuss with the  principal  internal
auditor of the Company and such others as the Audit Committee deems  appropriate
the scope and results of the internal audit program.

     6.  Periodically  review and discuss the adequacy and  effectiveness of the
Company's disclosure controls and procedures and management reports thereon.

     7. Review  disclosures  made to the Audit  Committee by the Company's Chief
Executive Officer and Chief Financial Officer during their certification process
for the Form 10-K and 10-Q about any  significant  deficiencies in the design or
operation  of internal  controls or  material  weaknesses  therein and any fraud
involving  management  or other  employees  who have a  significant  role in the
Company's internal controls.

     8. Review and timely discuss with  management and the outside  auditors any
material  financial  or  non-financial  arrangements  of the Company that do not
appear on the financial statements of the Company.

     9. Review and discuss with the outside auditing firm their report regarding
(A)  all  critical  accounting  policies  and  practices  to be  used;  (B)  all
alternative  treatments  of  financial  information  within  generally  accepted
accounting  principles that have been discussed with management officials of the
Company,   ramifications  of  the  use  of  such  alternative   disclosures  and
treatments,  and the treatment  preferred by the outside  auditing firm; and (C)
other  material

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written communications between the outside auditing firm and Company management,
such as any management letter of schedule of unadjusted differences.

     10. Review with financial  management and the  independent  accountants the
Company's  filings with the SEC prior to their filing or prior to the release of
earnings  reports.  The chairman of the Audit Committee may represent the entire
Audit Committee for purposes of this review.

     11.  Prepare all reports  required  to be included in the  Company's  proxy
statement,  pursuant to and in accordance with applicable  rules and regulations
of the SEC.

     12. Report regularly to the full Board. In this regard, the Audit Committee
should  review  with the full  Board any issues  that arise with  respect to the
quality or  integrity  of the  Company's  financial  statements,  the  Company's
compliance  with  legal  or  regulatory  requirements,  or the  performance  and
independence of the Company's outside auditing firm.

     13. The Audit  Committee  shall provide such  recommendations  as the Audit
Committee may deem appropriate.  The report to the Board may take the form of an
oral report by the  chairman of the Audit  Committee  or any other member of the
Audit Committee designated by the Audit Committee to make such report.

     14.  Maintain  minutes or other  records of meetings and  activities of the
Audit Committee.

B.   OUTSIDE AUDITING FIRM
--------------------------

     1.  Approve in advance  all audit  services  to be  provided by the outside
auditing firm,  including any written  engagement  letter related  thereto.  (By
approving the audit engagement,  the audit services  contemplated in any written
engagement letter shall be deemed to have been preapproved.)

     2.  Establish  policies and  procedures  for the  engagement of the outside
auditing firm to provide  permissible  non-audit  services,  which shall require
preapproval by the Audit Committee of all permissible  non-audit  services to be
provided by the  outside  auditing  firm (other than with  respect to de minimis
exceptions  described  in  Section  10A(i)(1)(B)  of the  Exchange  Act that are
approved by the Audit  Committee  prior to the completion of the audit).  Ensure
that  approval of  non-audit  services  are  disclosed  to investors in periodic
reports required by Section 13(a) of the Exchange Act.

     3. The authority to grant  preapproval of audit and non-audit  services may
be delegated to one or more designated members of the Audit Committee.

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     4. Consider,  at least annually,  the  independence of the outside auditing
firm,  including whether the outside auditing firm's  performance of permissible
non-audit  services is compatible with the  independence of the outside auditing
firm;  obtain and review a report by the outside  auditing firm  describing  any
relationships  between  the  outside  auditing  firm  and  the  Company  or  any
relationships  between  the outside  auditing  firm and the Company or any other
relationships that may adversely affect the independence of the outside auditing
firm;  discuss with the outside  auditing  firm any  disclosed  relationship  or
services  that may  impact  the  objectivity  and  independence  of the  outside
auditing  firm;  and  present to the Board of  Directors  the Audit  Committee's
conclusions with respect to the independence of the outside auditing firm.

     5. Ensure rotation of the audit partners as required by law.

     6. Establish  policies for the hiring of employees and former  employees of
the outside auditing firm.

C.   Outside Advisors.
     -----------------

The Audit  Committee  shall have the  authority to retain such outside  counsel,
accountants,  experts and other advisors as it determines  appropriate to assist
the Audit  Committee in the  performance of its functions.  The Audit  Committee
shall have sole authority to approve related fees and retention terms.

D.   Ethical and Legal Compliance
     ----------------------------

     1. Establish,  review and update periodically a code of ethics that applies
to the Company's  principal  executive  officer,  principal  financial  officer,
principal  accounting  officer  or  controller,  or persons  performing  similar
functions,  and ensure that  management has  established a system to enforce the
code of ethics.

     2. Approve, if the duty is not delegated to a comparable body of the Board,
all related party transactions in accordance with the regulations of NASDAQ.

     3. Review,  with the Company's counsel,  any legal matter that could have a
significant impact on the Company's financial statements.

     4.  Establish  procedures  for the  receipt,  retention  and  treatment  of
complaints  received by the issuer  regarding  accounting,  internal  accounting
controls or auditing matters,  including procedures for confidential,  anonymous
submission of concerns by employees regarding accounting and auditing matters.

     5. Perform any other activities consistent with this Charter, the Company's
bylaws and governing law, as the Audit Committee or the Board deems necessary or
appropriate.

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Limitation of Audit Committee's Role
------------------------------------

     While the Audit Committee has the  responsibilities and powers set forth in
this  Charter,  it is not the duty of the  Audit  Committee  to plan or  conduct
audits or to determine that the Company's  financial  statements and disclosures
are  complete  and  accurate  and  are in  accordance  with  generally  accepted
accounting  principles  and  applicable  rules  and  regulations.  These are the
responsibilities of management and the independent auditor.

                 Adopted by Resolution of the Board of Directors
                 Of National Home Health Care Corp.
                 July 17, 2003