AGREEMENT



AGREEMENT made as of the 1st of July, 1994, between NATIONAL HEALTH
INDUSTRIES, INC., a Delaware corporation, with its principal office at 9200
Shelbyville Road, Louisville, Kentucky 40222 (hereinafter referred to as
"Management Co."), and GALEN OF KENTUCKY, INC. d/b/a AUDUBON REGIONAL MEDICAL
CENTER, a Kentucky corporation, with its principal office at One Audubon Plaza
Drive, Louisville, Kentucky 40217 (hereinafter referred to as the "Hospital").

W I T N E S S E T H:

WHEREAS, the Hospital maintains a department which operates as a home health
agency known as "Caretenders". (the "Agency");

WHEREAS, Management Co. and it's subsidiaries (collectively, "Management Co.")
provide management services suited to and designed for the operation of home
health agencies; and

     WHEREAS, Management Co. desires to provide management services to the
Agency, and the Hospital desires to procure such services from Management
Co. for the Agency, pursuant to the terms and conditions set forth in
this Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements hereinafter contained, the parties hereto agree as follows:

1.   RETENTION OF MANAGEMENT CO.: AUTHORITY

Subject to the terms and conditions of this Agreement, the Hospital hereby
retains Management Co. to provide management services for the Agency, and
Management Co. hereby accepts such retention by the Hospital. Pursuant to this
Agreement, Management Co. shall have the authority and responsibility to
manage, supervise and administer the day-to-day operations of the Agency
subject at all times to the Hospital's ultimate responsibility for and
authority over the governance, management and operations of the Agency, and
Management Co.'s compliance with (a) the policies and procedures adopted by
the Hospital and the Agency from time to time, (b) specific and general
directives from the Hospital's and the Agency's governing board(s) and
management and (c) all applicable laws, rules and regulations, including,
without limitation, the Medicare Conditions of Participation for Home Health
Agencies, now set forth at 42 C.F.R. 484.1 et seq., as amended or recodified
from time to time or any substitute or successor regulations (the
"Conditions").
<PAGE>

2.   OBLIGATIONS OF MANAGEMENT CO.

     During the term of this Agreement, subject to the limitations set forth
in Section 1 and subject to the obligations of the Hospital set forth herein,
Management Co. shall, as requested perform the services set forth below:

(a)  Supervise the general operations of the Agency, as follows:

(i)  Provide on-site consultation for management regarding policy development;

(ii) Provide strategic planning and analysis of the Agency's integration into
the Hospital's mainstream operations;

(iii) Assist in maintaining, renewing and supplementing all local, state
and federal applications, certifications, licenses, forms and permits
necessary or appropriate for the operation of the Agency;

(iv) Assist in maintaining the Agency's compliance with all governmental laws,
rules and regulations, including the Conditions;

(v)  Supervise the preparation for and assist in the conduct of 
the Agency's regulatory surveys and inspections, as follows:

     (1)  Assist the Agency in maintaining appropriate state
     licensure as a home health agency. Management Co. will use
     its best efforts to the Agency in remedying any
     deficiencies identified by the state licensing authority.

     (2)  Assist the Agency in maintaining certification to participate in
     Medicare, Medicaid and other reimbursement programs in which the Agency
     participates. Management Co. will use its best efforts to assist the
     Agency in remedying any deficiencies identified by such programs.

     (3)  Assist the Agency in maintaining certification by the Joint
     Commission the Accreditation of Healthcare Organizations ("JCAHO").
     Management Co. will use its best efforts to assist the Agency in
     remedying any deficiencies identified by JCAHO;

(vi) Assist in the negotiation and maintenance of the Agency's contractual
arrangements with service providers and lessors;

(vii)Supervise plant and equipment maintenance and

(viii)Assist in the design, implementation and maintenance of operating,
organizational, office and personnel policies and procedures for the Agency;

(ix) Assist and advise the Agency regarding administrative personnel matters;
and

(x)  Provide assistance with other daily administrative functions, as
requested;

(xi) Provide on-site training for home care coordinators and on generally
accepted methodologies for conducting the services of the Agency;

(xii)Provide tracking, analysis and reporting for all referrals,
categorized by physician, hospital and hospital department; and

(xiii)Participate in public, marketing and educational, business plan
preparation and the development of the Agency's services by providing formats
for community awareness and other activities.
<PAGE>

(b)  Assist in the development of the Agency's business, services and
relations, as follows:

               (i)  Provide on-site training for home care coordinators and
                    general on accepted methodologies for promoting the
                    services of the Agency;

               (ii) Provide tracking, analysis and reporting for all
                    referrals, categorized by physician, hospital and hospital
                    department; and

               (iii)Assist in public, marketing and educational, business
                    plan preparation and the development of the Agency's
                    services by providing
                    formats for community awareness and other activities.

(c)  Oversee and manage the clinical staff and clinical operations of the
Agency, as follows:

               (i)  Assist the Agency in the recruiting of clinical personnel
                    and assist and advise the Agency with respect to other
                    clinical personnel matters;

               (ii) Provide on-site consultation regarding the development and
                    implementation of clinical policies;

               (iii)Design and assist in the implementation of Continuous 
                    Quality Improvement Strategies (CQI) and patient
                    satisfaction measures for the Agency;

               (iv) Assist in the development and implementation of quality
                    assurance and utilization review policies;

               (v)  Provide staff to conduct training programs and seminars
                    for professional and non-professional administrative and
                    clinical personnel of the Agency, as necessary, and
                    provide staff development and staff training
                    modules for clinical staff;

Hold staff development and departmental meetings with applicable Agency and
Management Co. personnel, as necessary;

Provide analyses and evaluations of staffing patterns in relation to patient
mix, scope of services and number of disciplines;

Assist and advise the Agency regarding the maintenance of a medical records
system, and

Perform, directly or under arrangement, medical record/utilization review
audits, as necessary.

(d)  Assist the Hospital in managing the financial affairs of the Agency, as
follows:

(i)  Perform all billing and collecting activities in a manner consistent with
that utilized by the Management Co. for its other agencies. Management Co.
shall perform those services in accordance with applicable Medicare and
Medicaid guidelines, including, without limitation, requirements for the
timely submission of claims;

(ii) Monitor payments to the Agency and oversee the Agency's collection
system;

(iii)Monitor and review the posting of cash receipts;

(iv) Maintain, review and monitor Medicare/Medicaid logs;

(v)  Supervise the follow-up on outstanding receivables;
<PAGE>

(vi) Review and monitor transaction logs;

(vii) Consult in the processing and payment of the Agency's accounts payable
and payroll;

(viii) Assist in the preparation of the annual budget of the Agency; and

(ix) Consult with and assist the Hospital's accounting staff and outside
accountants, as necessary.

(x)  Provide billing and collecting activities with monthly reconciliations.

(e) Manage the aspects of the operations of the Agency that are affected by
third party reimbursement, as follows. Management Co. agrees to continue to
provide the services described in Subsections (vi) - (ix) below as may be
reasonably requested by the Agency following expiration or termination of this
Agreement by either party, without additional charge to the Hospital, until
all cost reports pertaining to patient visits provided prior to the
expiration or termination of this Agreement have been filed. Management Co.
will also provide reasonable billing, collection and computer services
pertaining to visits performed prior to the expiration or termination of this
Agreement for the period ending six (6) months after expiration or termination
of this Agreement without additional charge to the Hospital. Management Co.
will, after the date of expiration or termination of this Agreement and
upon reasonable request of the Hospital provide other services of the type and
nature specified in this Agreement in return for which Management Co. will be
compensated at a rate of one hundred fifty dollars ($150.00) per hour.
Management Co. shall not be required to provide any services under this
Agreement after the Agency has reached final settlement of all cost reports
pertaining to patient visits provided prior to the expiration or termination
of this agreement:

               (i)  Review and assist in preparation of monthly cost reports
               for purposes of internal management information;

               (ii) Review and assist the Hospital's reimbursement staff in
               the preparation of all quarterly interim rate computations,
               periodic reimbursement reports, annual cost reports and other
               required data and reports for the Hospital's submission to the
               Agency's Medicare fiscal intermediary, Medicaid and other third
               party payors, as may be necessary under the provision of laws,
               rules, regulations and general instructions of Medicare,
               Medicaid or any other local, state, federal or other program in
               which the Agency participates;

               (iii)Provide on-site reimbursement consulting, as
               necessary and periodic reimbursement reports;

               (iv) Assist the Hospital's reimbursement staff in developing
               specific reimbursement policies for the Agency;

               (v)  Monitor all cost cap and therapy 1imitations published by
               third party payors in light of applicable requirements;

               (vi)  Assist in the preparation for and conduct of Medicare and
               Medicaid audits, and attend all exit conferences;

               (vii)Review initial reimbursement settlements and proposed
               audit adjustments and prepare commentary for submission to the
               relevant authorities (e.g., the Medicare fiscal intermediary),
               as necessary;

               (viii)Provide consultation regarding correspondence with
               governmental agencies and fiscal intermediaries, and provide
               primary advice and research on reimbursement matters affecting
               the Agency;
<PAGE>

               (ix) Provide advice and assistance to the Agency in connection
               with the pursuit and prosecution of reimbursement appeals; and

               (x)  Assist the Agency in maintaining and updating an
               appropriate charge structure.

(f)  Provide the following standby services:

               (i)  Provide clinical, administrative or financial consulting
               personnel as may be necessary from time to time to assist in
               the operation of the Agency;

               (ii) Provide data to the Hospital related to local, regional
               and national trends in home care as well as market research
               data to which Management Co. may have access; and

(iii)     Participate with the Hospital in the conducting of feasibility
studies, as necessary.

          (g)  Throughout the term of this Agreement, Management Co. shall
          submit monthly and annual progress reports to the Hospital for the
          Agency. Management Co.'s progress reports will address, among other
          things, Management Co.'s success in meeting defined goals and
          objectives for services and the Agency's operations, as set forth in
          this Agreement, the Agency's business plan or as otherwise agreed
          upon by the Hospital and Management Co.

          (h) Management Co. shall provide Computer Services to the Hospital
          and/or Agency according to the following terms and conditions:

               (i) The system as defined by this document includes the
               hardware supplied by Management Co. and all system and
               application software residing on the hardware as supplied;

               (ii) Management Co. is responsible for the maintenance of the
               system in good operating condition throughout the term of this
               Agreement through routine maintenance and repair. Management
               Co. will provide twenty-four (24) hour per day, seven (7) day
               per week, repair and maintenance services for the Hardware;

               (iii)     The cost associated with the correction of hardware
               malfunctions shall be borne at all times by Management Co.

               (iv) Management Co. will furnish the Agency with access to any
               and all updates, modifications, improvements, revisions and
               enhancements to the system software.

               (v)  Management Co. will provide assistance with development of
               the interfaces between the system and the Hospital's computer
               system.

               (vi) Management Co. will provide upon reasonable request by the
               Hospital, from time to time, and subject to any requirements
               imposed on Management Co. by its hardware and software vendors,
               routine minor modifications to the system. Services related to
               customization and/or major modifications will be paid for by
               the Hospital at Management Co.'s standard charges for time and
               materials.

               (vii) Any and all customized and/or modified software shall
               remain the property of Management Co. or its software vendors
               as an integral part of the system.

               (viii) The components of the system located in the Agency's
               offices shall be used for operating the system as described in
               this agreement and for no other purpose. No software other than
               the software furnished by Management Co. shall be utilized on
               the system without prior written consent of Management Co.
<PAGE>

               (ix) The Hospital and the Agency shall ensure that the
               management and data entry personnel working in the Agency's
               offices cooperate with Management Co. in the discharge of
               Management Co.'s duties under this Agreement and comply with
               the reasonable instructions provided by Management Co. from
               time to time as to the proper use and functioning of the
               system.

               (x) Under no circumstances shall the Hospital make any
               modifications, customizations or other revisions to the System
               or any component of the system without prior written consent of
               Management Co.

               (xi) The Hospital acknowledges that the system and all of its
               component parts (including, without limitation, specifications,
               manuals and other documentation) are, and shall remain, the
               sole and exclusive property of Management Co. At no time during
               the term of this agreement or thereafter shall the Hospital
               assign, sell, license, lease, duplicate, transfer, pledge or
               encumber the system or any component part of the system. Upon
               termination of this agreement, all of the Hospital's rights
               with respect to the system shall terminate and Management Co.
               shall be entitled to remove the components of the system
               located in the Agency's offices.

3.   OBLIGATIONS OF THE HOSPITAL

          (a)  The Hospital agrees that the Agency is and will continue to be,
          subject to the obligations of Management Co. to provide the
          management services set forth herein, operated and maintained as a
          duly certified, licensed and accredited home health agency in
          accordance with: (i) the Conditions; (ii) the provisions contained
          in the Medicare "Home Health Agency Manual", HIM-ll, and other
          applicable Medicare or Medicaid manuals and general instructions;
          (iii) any and all other applicable federal, state or local laws,
          rules or regulations; and (iv) all supplements, amendments,
          substitutions or additions to any of the foregoing..

          (b)  The Hospital shall employ for the Agency, directly or under
          arrangement, adequate clinical and administrative staff who are
          capable of providing all of the Agency's clinical services and
          performing its administrative duties, all in conformity with the
          standards now or hereafter prescribed by any law, rule or regulation
          which may be applicable to the operation of the Agency, including
          the Conditions. Hospital shall consult with the Management Co., from
          time to time, to determine whether there is adequate clinical and
          administrative staff, and shall use its best efforts to comply with
          Management Co.'s recommendations. Hospital's failure to provide
          adequate clinical and administrative staff will preclude the
          Management Co. from performing its duties hereunder.

          (c)  The Hospital shall, at all times, be ultimately responsible for
          the direction and control of the Agency, including, but not limited
          to, all professional and ethical affairs, all fiscal affairs and all
          general operating policies.

          (d)  The Hospital and the advisory board of the Agency shall request
          and receive recommendations from Management Co. and shall duly
          consider all such recommendations concerning operations of the
          Agency prior to adopting any changes in the policies, procedures,
          directives or bylaws applicable to the Agency. A representative of
          Management Co. shall be entitled to receive notice of and to attend
          all meetings of the Agency's advisory board, other than meetings or
          portions thereof devoted to a review of the performance of
          Management Co. hereunder. At meetings or portions thereof attended
          by Management Co., representatives of Management Co. shall be
          permitted to participate in discussions of Agency operations, but
          shall not be entitled to vote. The Hospital shall promptly deliver
          or communicate to Management Co. a copy of resolutions, directives
          and authorizations which in any way affect the services provided by
          Management Co. under this Agreement.
<PAGE>

4.   FEES

          (a)  In consideration of the services to be provided by Management
          Co. pursuant to this Agreement, the Hospital shall pay to Management
          Co. fees as set forth in Exhibit A attached hereto.

          (b)  Management Co. will bill the Hospital monthly by itemized
          invoice for services provided during the preceding month. The
          Hospital will pay invoices for fees within thirty (30) days of
          receipt. All amounts not paid to Management Co. when due should bear
          interest at the rate of 1 1/2 % per month until paid in full.

          (c)  In the event that Hospital or any of its affiliates acquires,
          operates or affiliates with another home health agency in the
          counties covered by this Agreement, and Hospital or any of its
          affiliates do not engage Management Co. to manage said agency(s),
          the management fee payable during any contract year to Management
          Co. under this Agreement shall be the greater of the fee required by
          Paragraph 4(a) or One Million Four Hundred Thousand Dollars
          ($1,400,000) per year, beginning in the year that this provision is
          triggered and for each year thereafter until the expiration or
          termination of the Agreement.

          (d)  Disallowance of Fees. Any fees paid to Management Co. by
          Hospital pursuant to this Agreement that are not allowed by the
          Medicare Program because they are not comparable with marketplace
          prices for similar services, shall be forgiven or repaid by
          Management Co. to the Hospital, and Hospital shall have no liability
          to Management Co. for such disallowed fees; provided, however, that
          such forgiveness or repayment shall not occur until thirty (30) days
          after the later of (1) such time as the parties have exhausted such
          administrative and legal remedies that they deem appropriate to
          pursue to challenge the disallowance of such fees by the Medicare
          Program, or (2) the completion of any arbitration as provided
          herein.

          (e)  Challenge of Disallowance of Fees. In any challenge to a
          disallowance of Management Co.'s fees, Management Co. shall be
          entitled to participate fully in the challenge through counsel of
          its own choosing. In the event that one hundred percent (100%) of
          the disallowed amount results from the Medicare Program's
          determination that the Management Co. fees were not comparable with
          marketplace prices for similar services, Management Co. shall be
          entitled to assume control of the challenge in the Agency's name. If
          the Hospital elects not to pursue the matter or if, in the
          reasonable judgment of Management Co., the Hospital is not
          vigorously pursuing the challenge, Management Co. shall be entitled
          to assume control of the challenge in the Agency's name.

          (f) Settlement. The Hospital shall not be entitled, without the
          prior written consent of Management Co., to enter into any
          settlement or compromise of any such claim, where either (i) fifty
          percent (50%) or more of the disallowed amount results from the
          Medicare Program's determination that the Management Co. fees were
          not comparable with marketplace prices for similar services; or (ii)
          where the disallowance results in an indemnification liability of
          Management Co. of greater than one hundred thousand dollars
          ($100,000.00) to Hospital.

          (g) Allocation of Settlement. In the event that a global settlement
          is reached, the parties will attempt to agree on a reasonable
          allocation of the total disallowances, as settled. If the parties
          are unable to reach agreement on the allocation within ninety (90)
          days of the settlement, either party may submit the dispute to
          arbitration as provided in Section 22.

          (h)  Costs of Appeals. Each party shall be responsible for its own
          fees and expenses, including those of its legal counsel, in pursuant
          reimbursement appeals hereunder.

          (i)  Effect of Termination. The rights and obligations of the
          parties under Subsections (c) - (g) shall survive the termination of
          this Agreement.
<PAGE>

          (j)  Damages.  Under section 4(c), Hospital may have to pay
          liquidated damages to Management Co. To the extent that liquidated
          damages are paid under section 4(c), Hospital will not enforce the
          indemnification provision under section 4(d) of the Management
          Contrct. 


5.   PROPRIETARY MATERIALS AND INFORMATION; COVENANT NOT TO HIRE AWAY
EMPLOYEES

          (a)  The Hospital acknowledges and agrees that the various policy
          and procedure manuals developed by Management Co. and used by
          Management Co. in the provision of management services to home
          health agencies, are proprietary in nature, shall be and remain
          (along with any corresponding copyrights, patents or similar rights)
          the sole property of Management Co. and shall not at any time be
          directly or indirectly used, distributed, disclosed, copied or
          otherwise employed by the Hospital, except in the operation of the
          Agency under Management Co.'s management during the term of this
          Agreement. Upon termination of this Agreement, the Hospital shall
          return to Management Co. all such manuals (including all portions
          and copies thereof) in the Hospital's possession or within its
          control, shall use reasonable efforts to ensure that its employees
          have not retained any such manuals or portions or copies thereof
          and, upon request by Management Co., shall confirm compliance with
          the foregoing in writing.

          (b)  The Hospital acknowledges that Management Co. has spent a great
          deal of time, money and effort to recruit, hire and train qualified
          personnel to provide management services to home health agencies
          such as the Agency. Accordingly, during the term of this Agreement
          and for a period of one (1) year thereafter, the Hospital shall not,
          directly or indirectly, alone or with others, solicit, attempt to
          solicit or otherwise induce or attempt to induce to leave Management
          Co.'s employ, without the prior written consent of Management Co.,
          any of the employees of Management Co. who performed services on
          behalf of Management Co. for the Agency at any time during the term
          of this Agreement.

          (c)  The Management Co. acknowledges that the Hospital has spent a
          great deal of time, money and effort to recruit, hire and train
          qualified personnel to work for the Agency. Accordingly, during the
          term of this Agreement and for a period of one (1) year thereafter,
          Management Co. shall not, directly or indirectly, alone or with
          others, solicit, attempt to solicit or otherwise induce or attempt
          to induce to leave the Hospital's employ, without the prior written
          consent of the Hospital, any of the employees of the Hospital who
          worked for the Agency at any time during the term of this Agreement.

          (d)  In the event of a breach or threatened breach of Subsections
          (a) or (b) by the Hospital, the Hospital acknowledges and agrees
          that Management Co. will be entitled to injunctive relief in order
          to prevent the breach or continuing breach thereof, without having
          to post bond, in addition to any and all other rights and remedies
          available to Management Co. at law or in equity.

          (e)  In the event of a breach or threatened breach of Subsection (c)
          by Management Co., Management Co. acknowledges and agrees that the
          Hospital will be entitled to injunctive relief in order to prevent
          the breach or continuing breach thereof, without having to post
          bond, in addition to any and all other rights and remedies available
          to the Hospital at law or in equity.

          (f)  The rights and obligations of the. parties under this Section 5
          shall survive termination of this Agreement.

          (g)  Subsection (b) and (c) shall not apply to an employee who is
          terminated or voluntarily leaves the employ of the Hospital or
          Management Co., as the case may be, and is not employed by the other
          party to this Agreement within sixty (60) days after the last day of
          employment.
<PAGE>

6.   OWNERSHIP AND CONFIDENTIALTY OF AGENCY INFORMATION AND DATA

     Management Co. acknowledges that it will obtain and/or have access to
     various confidential information concerning the business and affairs of
     the Agency in connection with the performance of Management Co.'s
     obligations hereunder. Such confidential information includes, but is not
     limited to, patient information and records, employee and financial
     information ("Confidential Information"). Management Co. agrees (1) to
     hold the Confidential Information in strict confidence, (2) not to use
     the Confidential Information for any purpose other than the performance
     of Management Co.'s obligations hereunder, (3) not to disclose any of the
     Confidential Information to any third party or any of Management Co.'s
     employees, agents or representatives other than those who need to know
     and/or have access to such Confidential Information in connection with
     the performance of their duties on behalf of Management Co., and (4) to
     return to the Hospital or destroy or delete, at the Hospital's election,
     all or the relevant portions of any of the documents and other materials
     embodying Confidential Information (including all copies thereof) in
     Management Co.'s possession upon termination of this Agreement. The
     foregoing restrictions shall not, however apply to information which (1)
     is generally known to and available for use within the trade or by the
     public at the time of disclosure to Management Co., (2) becomes generally
     known to and available for use within the trade or by the public other
     than as a result of a breach of Management Co. 's duty of confidentiality
     hereunder, (3) was in the possession or knowledge of Management Co. free
     of Confidentiality restrictions prior to the time of disclosure to
     Management Co. by the Hospital, or becomes available to Management Co.
     from a third party who or which is not bound by confidentiality
     restrictions, (4) is required to be disclosed by law or pursuant to a
     court order, subject to prompt prior written notice by Management Co. to
     the Hospital of such potential disclosure and the Hospital's right to
     prevent or otherwise limit such disclosure with the bounds of the law or
     court order, or (5) is authorized to be used and/or disclosed to third
     parties by the Hospital in writing, subject to execution of a
     confidentiality agreement acceptable to the Hospital by the third party.
     Management Co. further agrees to comply with any and all laws and
     regulations and procedures relating to patient and all other information
     which is disclosed to Management Co. or to which Management Co. has, and
     to comply with the Hospital's applicable reasonable security and
     confidentiality policies and procedures relative to the Agency's
     facilities, communications and information. The Hospital shall have the
     right to deny Management Co. access to the Agency's facilities,
     communications and information at such times when Management Co. fails to
     comply with the Hospital's applicable reasonable policies and procedures.
     The provisions of this Section 6 shall survive termination of this
     Agreement. Management Co. acknowledges and agrees that any breach or
     threatened breach by it of the provisions of this Section would cause the
     Hospital irreparable injury for which the Hospital would have no remedy
     at law and that, in addition to any other remedies which it may have, the
     Hospital shall be entitled to preliminary and permanent injunctive relief
     against any such breach or threatened breach.

7.   TERM AND TERMINATION

          (a) Subject to Subsections (b) through (d) below, this Agreement
          shall have a term of five (5) years beginning July 1, 1994 and
          terminating on June 30, 1999. Within one hundred eighty (180) days
          prior to the expiration of the term of this Agreement, the Hospital
          shall notify Management Co. of the Hospital's plans regarding
          management of the Agency thereafter in order to allow Management Co.
          sufficient time to make appropriate plans and arrangements.

(b)  The Hospital shall have the power to terminate this Agreement as follows:

               (i) If Management Co. breaches or defaults in the performance
               of any material term, condition or undertaking set forth herein
               and fails to cure such breach or default within thirty (30)
               days of its receipt of written notice from the Hospital
               describing in detail the occurrence and nature of the breach or
               default, or fails to submit a plan reasonably acceptable to
               Hospital for curing the breach or default within such thirty
               (30) day period and to thereafter diligently cure the breach or
               default pursuant to the plan if the breach or default cannot
               reasonably be cured within the thirty (30) day period;

               (ii) Immediately upon written notice if Management Co. becomes
               insolvent, has a petition in bankruptcy filed with respect to
               it which is not dismissed or discharged within thirty (30) days
               or makes an assignment for the benefit of creditors;
<PAGE>

               (iii)     Immediately upon written notice if Management Co.
               shall commit or be involved in any act involving fraud or shall
               misappropriate Agency funds; and

               (iv) Immediately upon written notice if Management Co. is
               barred or suspended from involvement in the Medicare or
               Medicaid Programs.

(c)  Management Co. shall have the power to terminate this Agreement as
follows:

               (i) If the Hospital breaches or defaults in the performance of
               any material term, condition or undertaking set forth herein
               and fails to cure such breach or default within thirty (30)
               days of its receipt of written notice from Management Co.
               describing in detail the occurrence and nature of the breach or
               default, or fails to provide a plan reasonably acceptable to
               Management Co. for curing the breach or default within such
               thirty (30) day period and to thereafter diligently cure the
               breach or default pursuant to the plan if the breach or default
               cannot reasonably be cured within the thirty (30) day period;
               provided, however, that for a breach or default involving the
               payment of money, the cure period shall be limited to ten (10)
               days;

               (ii) Immediately upon written notice if the Hospital has a
               petition in bankruptcy filed with respect to it which is not
               dismissed or discharged within thirty (30) days or makes an
               assignment for the benefit of creditors; and

               (iii) Immediately upon written notice in the event of the
               actual or threatened revocation, termination or suspension of
               any certification (including Medicare and Medicaid
               certification), license, permit or accreditation of the
               Hospital or the Agency which shall or may materially and
               adversely affect the Agency's business, or in the event of the
               actual or threatened cancellation or lapsing of the Agency's
               professional liability insurance.

(d)  Either party shall have the power to terminate the Agreement as follows:

               (i) In the event there is a change in Medicare, Medicaid or
               other Federal or state statutes or regulations or in the
               interpretation thereof, or in the event a claim is threatened,
               made or filed by a government agency, which renders any of the
               material terms of this Agreement unlawful, or asserts that any
               such terms are unlawful, the parties shall promptly and in good
               faith renegotiate the affected term to remedy such condition in
               such a manner that will preserve, in all material respects, the
               underlying economic, financia1 and business relationship of the
               parties. In the event the parties cannot renegotiate the
               agreement within sixty (60) days following notice of the intent
               to renegotiate, either party may terminate this Agreement upon
               written notice to the other.

               (ii) In the event there is a material change in the methodology
               of Medicare or Medicaid reimbursement for home health services,
               the parties shall promptly and in good faith renegotiate the
               affected term(s) to remedy such condition in such a manner that
               will preserve, in all material respects, the underlying
               economic, financial and business relationship of the parties.
               In the event the parties cannot renegotiate the agreement
               within sixty (60) days following notice of the intent to
               renegotiate, either party may terminate this Agreement upon
               written notice to the other.

(e)            (i) Termination of this Agreement shall not release the
               Hospital from its obligation to pay any sum, which may be due
               and owing to Management Co. for services rendered prior to
               termination, and such obligation shall survive termination.

               (ii) In the event that the Agreement is terminated by Hospital
               pursuant to Paragraph 7(d), Hospital shall make payment to
               Management Co. in an amount equal to the fifty percent (50%) of
               the management fee remaining to be paid for the term of the
               Agreement had it not been terminated. For purposes of this
               Subsection, the annual management fee shall be the greater of
               the management fee paid pursuant to 4(a) for the year
               immediately preceding the termination of the Agreement, or One
               Million Four Hundred Thousand Dollars ($1,400,000.00).
<PAGE>

               (iii) In the event that the Agreement is terminated by
               Management Co. pursuant to Paragraphs 7(d), Management Co.
               shall make payment to Hospital in an amount of Five Hundred
               Thousand Dollars ($500,000.00).

8.   INSURANCE AND INDEMNITY

          (a) Management Co. shal1 carry and maintain in force insurance to
          cover liabilities arising out of the services provided by Management
          Co. hereunder, including general liability insurance with limits of
          at least $1.0 million per occurrence and $2.0 million in the
          aggregate and workers' compensation insurance with the limits
          required by law. The Hospital shall carry and maintain in force
          insurance to cover liabilities arising out of the operation of the
          Agency, including liability, general liability insurance and
          workers' insurance, in reasonable amounts given the nature of the
          Agency's business.

          (b)  The Hospital shall indemnify and hold harmless Management Co.
          (including its directors, officers, employees and agents,
          individually and collectively) from and against any and all claims,
          liabilities, damages, fines, penalties, taxes, costs and expenses,
          including reasonable attorneys' fees and of settlement, which any
          such party may suffer, sustain or become subject to as a result of:
          (i) the negligence or other wrongful conduct (including, without
          limitation, misrepresentation, fraud, willful misconduct, violations
          of law or breach of contract) of the Hospital, the Agency or their
          directors, officers, employees or agents in the operation of the
          Agency's business or the performance of the Hospital's obligations
          hereunder; (ii) any existing or future debts, liabilities or
          obligations of the Hospital relative to the Agency; or (iii) any
          acts or omissions of Management Co. or any of its officers,
          employees or agents taken or not taken pursuant to the directives of
          the Hospital or the Agency, their governing board(s), officers or
          employees.

          (c)  Management Co. shall indemnify and hold harmless the Hospital
          (including its directors, officers, employees and agents,
          individua1ly and collectively) from and against any and all claims,
          liabilities, damages, fines, penalties, taxes, costs and expenses,
          including reasonable attorneys' fees and costs of settlement, which
          any such party may suffer, sustain or become subject to as a result
          of the negligence or other wrongful conduct (including, without
          limitation, misrepresentation, fraud, willful, violations of law or
          breach of contract) of the Management Co. or its directors,
          officers, employees or agents in the performance of Management Co.'s
          obligations hereunder.

          (d)  The obligations of the parties under Subsections (b) and (c)
          shall survive termination of this Agreement.

9.   ASSIGNMENT

     Neither party may assign any of its rights or obligations under this
     Agreement to any other person, firm or corporation without the express
     written consent of the other party; provided, however, that Management
     Co. may delegate some or all of its duties described in Section 2 to any
     of its subsidiaries and, to that extent, such subsidiaries are third
     party beneficiaries of this Agreement; and further provided that the
     Hospital may assign all of its rights and obligations under this
     Agreement upon written notice to Management Co. (a) to any affiliate of
     the Hospital which acquires the Agency pursuant to a corporate
     reorganization, or, (b) to a third party purchaser of all or
     substantially all of the assets of the Hospital or the Agency or a third
     party which acquires control of the Hospital or the Agency pursuant to a
     merger, consolidation or other similar transaction, and any such
     affiliate, purchaser or other acquirer shall assume and agree to be bound
     by the terms of this Agreement.  Agreement shall inure to the benefit of
     and be binding upon the legal representatives, permitted assigns and
     successors of the parties hereto.
<PAGE>

10.  NOTICES

     Notices required hereunder shall be in writing and delivered in person or
     sent by Certified Mail, postage prepaid, to the President and Chief
     Executive Officer of the Hospital or the President of Management Co. at
     the appropriate address set forth in the preamble of this Agreement or
     such other addresses as either party may designate in writing to the
     other party in accordance with this Section 10. If mailed, such notices
     shall be effective as of the date of delivery or the date of attempted
     delivery if delivery is refused.

11.  ACCESS TO BOOKS AND RECORDS

          (a)  For a period of four (4) years following the last date
          Management Co. furnishes services pursuant to this Agreement,
          Management Co. shall make available upon written request of the
          Secretary of the United States Department of Health and Human
          Services, the United States Comptroller General and their duly
          authorized representatives, all contracts, books, documents and
          records of Management Co. to the extent required by 42 U.S.C.
          1395x(v)(1)(I) (as amended or recodified from time to time or any
          substitute or successor statute) and lawful regulations promulgated
          thereunder. Management Co. shall notify the Hospital within ten (10)
          days of its receipt of such a request and of Management Co.'s
          proposed response to the request.

          (b)  If Management Co. carries out any of its duties under this
          Agreement through a subcontract with a value of $10,000.00 or more
          over a twelve (12) month period with a related organization, such
          subcontract shall contain a clause to the effect that until four (4)
          years after the furnishing of such services pursuant to such
          subcontract, such related organization shall make available, upon
          written request of the Secretary of the United States Department of
          Health and Human Services, the United Comptroller General or any of
          their duly authorized representatives, the sub-contract and the
          books, documents and records of such organization to the extent
          required by 42 U.S.C. 1395x(v)(l)(I) (as amended or recodified from
          time to time or any substitute or successor statute) and lawful
          regulations promulgated thereunder.

12.  ENTIRE AGREEMENT

     This instrument contains the entire agreement of the parties with respect
     to the subject matter hereof. Any and all prior agreements, promises,
     inducements, negotiations or representations not expressly set forth in
     this Agreement are superseded hereby and are void and of no force and
     effect.

13.  AMENDMENTS

     Agreement cannot be altered or amended except pursuant to an instrument
     in writing signed by both of the parties hereto.

14.  SEVERABlLlTY

     In the event that any provision of this Agreement is rendered illegal,
     invalid or unenforceable by a federal or state law, rule or regulation,
     or declared illegal, invalid or unenforceable by any court of competent
     jurisdiction, the remaining provisions hereof shall remain in full force
     and effect.

15.  HEADINGS

     Headings are used herein solely for the convenience of the parties and
     are not part of this Agreement.
<PAGE>

16.  APPLICABLE LAW

     This Agreement shall be construed and interpreted in accordance with the
     laws of the Commonwealth of Kentucky, notwithstanding its conflict of
     laws rules.

17.  WAIVER OF BREACH

     The waiver by a party of a breach of or default under any term or
     provision of this Agreement by the other party shall not operate or be
     construed as a waiver of any subsequent breach or default under the same
     or any other term or provision of this Agreement by that party.

18.  STATUS OF RELATIONSHIP

     It is understood and agreed that the parties to this Agreement are
     independent contractors, and nothing herein shall be construed to
     establish a partnership or joint venture relationship between the
     parties. Each party has sole responsibility for the payment of each of
     its employee's wages, payroll taxes and benefits. By virtue hereof,
     neither party assumes, directly or by implication, the debts,
     obligations, taxes or liabilities of the other party.


19.  FORCE MAJEURE

     If either the Hospital or Management Co. is delayed or prevented from
     fulfilling any of its obligations under this Agreement by force majeure,
     such party shall not be liable under this Agreement for the delay or
     failure. "Force Majeure" means any cause beyond the reasonable control of
     a party, including but not limited to an act of God, act or omission of
     civil or military authorities of a state or nation, fire, strike, flood,
     riot, war, delay of transportation, or inability due to any of these
     causes to provide or obtain necessary labor, materials or facilities.

20.  EXCLUSIVITY

     The relationship between Management Co. and the Hospital with respect to
     the Agency shall be exclusive in that neither Management Co. nor any of
     its subsidiaries will, directly or indirectly, during the term of this
     Agreement, manage, own or affiliate or consult with any home health
     agency providing services in any of the counties for which the Agency (or
     any additional agency managed by Management Co. pursuant to Section 21)
     has a license to provide home health services. Such exclusivity will not,
     however, apply (a) after termination or non-renewal of this Agreement,
     (b) to management services provided by Management Co. to home health
     agencies not doing business inside the identified geographic area, (c) to
     management services provided by Management Co. to entities other than
     home health agencies, (d) any other business ventures of Management Co.
     not encompassed within the foregoing provision, or (e) to Management
     Co.'s ownership, operation, or management of, consulting for or
     affiliation with House Calls of America, Inc.

21.  ADDITIONAL COUNTIES AND HOME HEALTH AGENCIES

     The Hospital hereby grants Management Co. the right to manage, pursuant
     to the terms set forth herein, the operations of the Agency in any
     additional counties added to the Hospital's license and any additional
     home health agencies acquired by the Hospital during the term of this
     Agreement. The parties will execute such amendments to this Agreement as
     may be necessary or appropriate to document Management Co.'s management
     of such additional counties or agencies.

22.  DISPUTE RESOLUTION

     Any material dispute between the parties arising under this Agreement
     which is not resolved by good faith negotiation (including, without
     limitation, disputes under Subsection 4(d), Section 19 or Exhibit A) may
     be submitted by either party to binding arbitration in Louisville,
     Kentucky in accordance with the Commercial Arbitration Rules of the
     American Arbitration Association, and judgment upon the award may be
     entered in any court with jurisdiction thereof. The costs of arbitration
     shall be borne by the parties in proportions decided by the
     arbitrator(s).
<PAGE>

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

NATIONAL HEALTH INDUSTRIES, INC.


By: _________________________________


Title:________________________________


GALEN OF KENTUCKY, INC. d/b/a
AUDUBON REGIONAL MEDICAL CENTER


By:___________________________________


Title:__________________________________

EXHIBIT A

MANAGEMENT FEES

CHARGE/VISIT AND
CHARGE/WAIVER UNIT

               Home
Health                                  Waiver
Services            (Visits)       Services            (Units)

GENERAL MANAGEMENT            GENERAL MANAGEMENT
0 - l50,000 Visits       $2.55               0 - 75,000 Units         $1.30
l50,001 + Visits         $1.70               75,001 + Units           $0.80

CLINICAL                           CLINICAL
0 - l50,000 Visits       $1.35               0 - 75,000 Units         $0.70
l50,001 + Visits         $0.90               75,001 + Units           $0.40

FINANCIAL                          FINANCIAL
0 - l50,000 Visits       $1.05               0 - 75,000 Units         $0.50
l50,001 + Visits         $0.70               75,001 + Units           $0.30

REIMBURSEMENT                 REIMBURSEMENT
0 - l50,000 Visits       $1.05               0 - 75,000 Units         $0.50
l50,001 + Visits         $0.70               75,001 + Units           $0.30

COMPUTER                           COMPUTER
0 - l50,000 Visits       $3.00               0 - 75,000 Units         $2.00
l50,001 + Visits         $2.00               75,001 + Units           $1.20

TOTAL                              TOTAL
0 - l50,000 Visits       $9.00               0 - 75,000 Units         $5.00
l50,001 + Visits         $6.00               75,001 + Units           $3.00
                                                  
                                                  

                         
AGREEMENT



AGREEMENT made as of the 1st of April, 1995, between NATIONAL HEALTH
INDUSTRIES, INC., a Delaware corporation, with its principal office at 9200
Shelbyville Road, Louisville, Kentucky 40222 (hereinafter referred to as
"Management Co."), and GALEN OF KENTUCKY, INC. d/b/a  AUDUBON REGIONAL MEDICAL
CENTER, a Kentucky corporation, with its principal office at One Audubon Plaza
Drive, Louisville, Kentucky 40217 (hereinafter referred to as the "Hospital").

W I T N E S S E T H:

WHEREAS, the Hospital maintains a department which operates as a home health
agency known as "Caretenders" (the "Agency");

WHEREAS, the Hospital desires to open a new branch in Scottsburg, Indiana to
provide home health services;

WHEREAS, Management Co. and its subsidiaries (collectively, "Management Co.")
provide management services suited to and designed for the operation of home
health agencies; and

     WHEREAS, Management Co. desires to provide management services to the
     Agency, and the Hospital desires to procure such services from Management
     Co. for the Agency, pursuant to the terms and conditions set forth in
     this Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements hereinafter contained, the parties hereto agree as follows:

1.   RETENTION OF MANAGEMENT CO.: AUTHORITY

Subject to the terms and conditions of this Agreement, the Hospital hereby
retains Management Co. to provide management services for the Agency, and
Management Co. hereby accepts such retention by the Hospital. Pursuant to this
Agreement, Management Co. shall have the authority and responsibility to
manage, supervise and administer the day-to-day operations of the Agency
subject at all times to the Hospital's ultimate responsibility for and
authority over the governance, management and operations of the Agency, and
Management Co.'s compliance with (a) the policies and procedures adopted by
the Hospital and the Agency from time to time, (b) specific and general
directives from the Hospital's and the Agency's governing board(s) and
management and (c) all applicable laws, rules and regulations, including,
without limitation, the Medicare Conditions of Participation for Home Health
Agencies, now set forth at 42 C.F.R. 484.1 et seq., as amended or recodified
from time to time or any substitute or successor regulations (the
"Conditions").
<PAGE>

 2.  OBLIGATIONS OF MANAGEMENT CO.

     During the term of this Agreement, subject to the limitations set forth
     in Section 1 and subject to the obligations of the Hospital set forth
     herein, Management Co. shall, as requested perform the services set forth
     below:

(a)  Supervise the general operations of the Agency, as follows:

(i)  Provide on-site consultation for management regarding policy development;

(ii) Provide strategic planning and analysis of the Agency's integration into
the Hospital's mainstream operations;

(iii)     Assist in maintaining, renewing and supplementing all local, state
and federal applications, certifications, licenses, forms and permits
necessary or appropriate for the operation of the Agency;

(iv) Assist in maintaining the Agency's compliance with all governmental laws,
rules and regulations, including the Conditions;

(v)  Supervise the preparation for and assist in the conduct of the Agency's
regulatory surveys and inspections, as follows:

                    (1)  Assist the Agency in maintaining appropriate state
                    licensure as a home health agency. Management Co. will use
                    its best efforts to the Agency in remedying any
                    deficiencies identified by the state licensing authority.

                    (2)  Assist the Agency in maintaining certification to
                    participate in Medicare, Medicaid and other reimbursement
                    programs in which the Agency participates. Management Co.
                    will use its best efforts to assist the Agency in
                    remedying any deficiencies identified by such programs.

                    (3)  Assist the Agency in maintaining certification by the
                    Joint Commission the Accreditation of Healthcare
                    Organizations ("JCAHO"). Management Co. will use its best
                    efforts to assist the Agency in remedying any deficiencies
                    identified by JCAHO;

(vi) Assist in the negotiation and maintenance of the Agency's contractual
arrangements with service providers and lessors;

(vii)     Supervise plant and equipment maintenance and

(viii)    Assist in the design, implementation and maintenance of operating,
organizational, office and personnel policies and procedures for the Agency;

(ix) Assist and advise the Agency regarding administrative personnel matters;
and

(x)  Provide assistance with other daily administrative functions, as
requested;

(xi) Provide on-site training for home care coordinators and on generally
accepted methodologies for conducting the services of the Agency;

(xii)     Provide tracking, analysis and reporting for all referrals,
categorized by physician, hospital and hospital department; and

(xiii) Participate in public, marketing and educational, business plan
preparation and the development of the Agency's services by providing formats
for community awareness and other activities.
<PAGE>

(b)  Assist in the development of the Agency's business, services and
relations, as follows:

               (i)  Provide on-site training for home care coordinators and
               general on accepted methodologies for promoting the services of
               the Agency;

               (ii) Provide tracking, analysis and reporting for all
               referrals, categorized by physician, hospital and hospital
               department; and

               (iii)     Assist in public, marketing and educational, business
               plan preparation and the development of the Agency's services
               by providing formats for community awareness and other
               activities.

(c)  Oversee and manage the clinical staff and clinical operations of the
Agency, as follows:

               (i)  Assist the Agency in the recruiting of clinical personnel
               and assist and advise the Agency with respect to other clinical
               personnel matters;

               (ii) Provide on-site consultation regarding the development and
               implementation of clinical policies;

               (iii) Design and assist in the implementation of Continuous
               Quality Improvement Strategies (CQI) and patient satisfaction
               measures for the Agency;

               (iv) Assist in the development and implementation of quality
               assurance and utilization review policies;

               (v)  Provide staff to conduct training programs and seminars
               for professional and non-professional administrative and
               clinical personnel of the Agency, as necessary, and provide
               staff development and staff training modules for clinical
               staff;

Hold staff development and departmental meetings with applicable Agency and
Management Co. personnel, as necessary;

Provide analyses and evaluations of staffing patterns in relation to patient
mix, scope of services and number of disciplines;

Assist and advise the Agency regarding the maintenance of a medical records
system, and

Perform, directly or under arrangement, medical record/utilization review
audits, as necessary.

(d)  Assist the Hospital in managing the financial affairs of the Agency, as
follows:

(i)  Perform all billing and collecting activities in a manner consistent with
that utilized by the Management Co. for its other agencies.  Management Co.
shall perform those services in accordance with applicable Medicare and
Medicaid guidelines, including, without limitation, requirements for the
timely submission of claims;

(ii) Monitor payments to the Agency and oversee the Agency's collection
system;

(iii)Monitor and review the posting of cash receipts;

(iv) Maintain, review and monitor Medicare/Medicaid logs;

(v)  Supervise the follow-up on outstanding receivables;
<PAGE>

(vi) Review and monitor transaction logs;

(vii)Consult in the processing and payment of the Agency's accounts payable
and payroll;

(viii)Assist in the preparation of the annual budget of the Agency; and

(ix) Consult with and assist the Hospital's accounting staff and outside
accountants, as necessary.

(x)  Provide billing and collecting activities with monthly reconciliations

(e)  Manage the aspects of the operations of the Agency that are affected by
third party reimbursement, as follows. Management Co. agrees to continue to
provide the services described in Subsections (vi) - (ix) below as may be
reasonably requested by the Agency following expiration or termination of this
Agreement by either party, without additional charge to the Hospital, until
all cost reports pertaining to patient visits provided prior to the expiration
or termination of this Agreement have been filed.  Management Co. will also
provide reasonable billing, collection and computer services pertaining to
visits performed prior to the expiration or termination of this Agreement for
the period ending six (6) months after expiration or termination of this
Agreement without additional charge to the Hospital. Management Co. will,
after the date of expiration or termination of this Agreement and upon
reasonable request of the Hospital provide other services of the type and
nature specified in this Agreement in return for which Management Co. will be
compensated at a rate of one hundred fifty dollars ($150.00) per hour.
Management Co. shall not be required to provide any services under this
Agreement after the Agency has reached final settlement of all cost reports
pertaining to patient visits provided prior to the expiration or termination
of this agreement:

               (i)  Review and assist in preparation of monthly cost reports
               for purposes of internal management information;

               (ii) Review and assist the Hospital's reimbursement staff in
               the preparation of all quarterly interim rate computations,
               periodic reimbursement reports, annual cost reports and other
               required data and reports for the Hospital's submission to the
               Agency's Medicare fiscal intermediary, Medicaid and other third
               party payors, as may be necessary under the provision of laws,
               rules, regulations and general instructions of Medicare,
               Medicaid or any other local, state, federal or other program in
               which the Agency participates;

               (iii)     Provide on-site reimbursement consulting, as
               necessary and periodic reimbursement reports;

               (iv) Assist the Hospital's reimbursement staff in developing
               specific reimbursement policies for the Agency;

               (v)  Monitor all cost cap and therapy 1imitations published by
               third party payors in light of applicable requirements;

               (vi) Assist in the preparation for and conduct of Medicare and
               Medicaid audits, and attend all exit conferences;

               (vii)     Review initial reimbursement settlements and proposed
               audit adjustments and prepare commentary for submission to the
               relevant authorities (e.g., the Medicare fiscal intermediary),
               as necessary;

               (viii)    Provide consultation regarding correspondence with
               governmental agencies and fiscal intermediaries, and provide
               primary advice and research on reimbursement matters affecting
               the Agency;
<PAGE>
               (ix) Provide advice and assistance to the Agency in connection
               with the pursuit and prosecution of reimbursement appeals; and

               (x)  Assist the Agency in maintaining and updating an
               appropriate charge structure.

          (f)  Provide the following standby services:

               (i)  Provide clinical, administrative or financial consulting
               personnel as may be necessary from time to time to assist in
               the operation of the Agency;

               (ii) Provide data to the Hospital related to local, regional
               and national trends in home care as well as market research
               data to which Management Co. may have access; and

               (iii) Participate with the Hospital in the conducting of
               feasibility studies, as necessary.

          (g)  Throughout the term of this Agreement, Management Co. shall
          submit monthly and annual progress reports to the Hospital for the
          Agency. Management Co.'s progress reports will address, among other
          things, Management Co.'s success in meeting defined goals and
          objectives for services and the Agency's operations, as set forth in
          this Agreement, the Agency's business plan or as otherwise agreed
          upon by the Hospital and Management Co.

          (h)  Management Co. shall provide Computer Services to the Hospital
          and/or Agency according to the following terms and conditions:

               (i)  The system as defined by this document includes the
               hardware supplied by Management Co. and all system and
               application software residing on the hardware as supplied;

               (ii) Management Co. is responsible for the maintenance of the
               system in good operating condition throughout the term of this
               Agreement through routine maintenance and repair. Management
               Co. will provide twenty-four (24) hour per day, seven (7) day
               per week, repair and maintenance services for the Hardware;

               (iii)     The cost associated with the correction of hardware
               malfunctions shall be borne at all times by Management Co.

               (iv) Management Co. will furnish the Agency with access to any
               and all updates, modifications, improvements, revisions and
               enhancements to the system software.

               (v)  Management Co. will provide assistance with development of
               the interfaces between the system and the Hospital's computer
               system.

               (vi) Management Co. will provide upon reasonable request by the
               Hospital, from time to time, and subject to any requirements
               imposed on Management Co. by its hardware and software vendors,
               routine minor modifications to the system. Services related to
               customization and/or major modifications will be paid for by
               the Hospital at Management Co.'s standard charges for time and
               materials.

               (vii)     Any and all customized and/or modified software shall
               remain the property of Management Co. or its software vendors
               as an integral part of the system.

               (viii)    The components of the system located in the Agency's
               offices shall be used for operating the system as described in
               this agreement and for no other purpose. No software other than
               the software furnished by Management Co. shall be utilized on
               the system without prior written consent of Management Co.
<PAGE>

               (ix) The Hospital and the Agency shall ensure that the
               management and data entry personnel working in the Agency's
               offices cooperate with Management Co. in the discharge of
               Management Co.'s duties under this Agreement and comply with
               the reasonable instructions provided by Management Co. from
               time to time as to the proper use and functioning of the
               system.

               (x)  Under no circumstances shall the Hospital make any
               modifications, customizations or other revisions to the System
               or any component of the system without prior written consent of
               Management Co.

               (xi) The Hospital acknowledges that the system and all of its
               component parts (including, without limitation, specifications,
               manuals and other documentation) are, and shall remain, the
               sole and exclusive property of Management Co. At no time during
               the term of this agreement or thereafter shall the Hospital
               assign, sell, license, lease, duplicate, transfer, pledge or
               encumber the system or any component part of the system. Upon
               termination of this agreement, all of the Hospital's rights
               with respect to the system shall terminate and Management Co.
               shall be entitled to remove the components of the system
               located in the Agency's offices.

3.   OBLIGATIONS OF THE HOSPITAL

          (a)  The Hospital agrees that the Agency is and will continue to be,
          subject to the obligations of Management Co. to provide the
          management services set forth herein, operated and maintained as a
          duly certified, licensed and accredited home health agency in
          accordance with: (i) the Conditions; (ii) the provisions contained
          in the Medicare "Home Health Agency Manual", HIM-ll, and other
          applicable Medicare or Medicaid manuals and general instructions;
          (iii) any and all other applicable federal, state or local laws,
          rules or regulations; and (iv) all supplements, amendments,
          substitutions or additions to any of the foregoing..

          (b)  The Hospital shall employ for the Agency, directly or under
          arrangement, adequate clinical and administrative staff who are
          capable of providing all of the Agency's clinical services and
          performing its administrative duties, all in conformity with the
          standards now or hereafter prescribed by any law, rule or regulation
          which may be applicable to the operation of the Agency, including
          the Conditions. Hospital shall consult with the Management Co., from
          time to time, to determine whether there is adequate clinical and
          administrative staff, and shall use its best efforts to comply with
          Management Co.'s recommendations. Hospital's failure to provide
          adequate clinical and administrative staff will preclude the
          Management Co. from performing its duties hereunder.

          (c)  The Hospital shall, at all times, be ultimately responsible for
          the direction and control of the Agency, including, but not limited
          to, all professional and ethical affairs, all fiscal affairs and all
          general operating policies.

          (d)  The Hospital and the advisory board of the Agency shall request
          and receive recommendations from Management Co. and shall duly
          consider all such recommendations concerning operations of the
          Agency prior to adopting any changes in the policies, procedures,
          directives or bylaws applicable to the Agency. A representative of
          Management Co. shall be entitled to receive notice of and to attend
          all meetings of the Agency's advisory board, other than meetings or
          portions thereof devoted to a review of the performance of
          Management Co. hereunder. At meetings or portions thereof attended
          by Management Co., representatives of Management Co. shall be
          permitted to participate in discussions of Agency operations, but
          shall not be entitled to vote. The Hospital shall promptly deliver
          or communicate to Management Co. a copy of resolutions, directives
          and authorizations which in any way affect the services provided by
          Management Co. under this Agreement.
<PAGE>

4.   FEES

          (a)  In consideration of the services to be provided by Management
          Co. pursuant to this Agreement, the Hospital shall pay to Management
          Co. fees as set forth in Exhibit A attached hereto.

          (b)  Management Co. will bill the Hospital monthly by itemized
          invoice for services provided during the preceding month. The
          Hospital will pay invoices for fees within thirty (30) days of
          receipt. All amounts not paid to Management Co. when due should bear
          interest at the rate of 1 1/2 % per month until paid in full.

          (c)  In the event that Hospital or any of its affiliates acquires,
          operates or affiliates with another home health agency in the
          counties covered by this Agreement, and Hospital or any of its
          affiliates do not engage Management Co. to manage said agency(s),
          the management fee payable during any contract year to Management
          Co. under this Agreement shall be the greater of the fee required by
          Paragraph 4(a) or One Million Four Hundred Thousand Dollars
          ($1,400,000) per year, beginning in the year that this provision is
          triggered and for each year thereafter until the expiration or
          termination of the Agreement.

          (d)  Disallowance of Fees. Any fees paid to Management Co. by
          Hospital pursuant to this Agreement that are not allowed by the
          Medicare Program because they are not comparable with marketplace
          prices for similar services, shall be forgiven or repaid by
          Management Co. to the Hospital, and Hospital shall have no liability
          to Management Co. for such disallowed fees; provided, however, that
          such forgiveness or repayment shall not occur until thirty (30) days
          after the later of (1) such time as the parties have exhausted such
          administrative and legal remedies that they deem appropriate to
          pursue to challenge the disallowance of such fees by the Medicare
          Program, or (2) the completion of any arbitration as provided
          herein.

          (e)  Challenge of Disallowance of Fees. In any challenge to a
          disallowance of Management Co.'s fees, Management Co. shall be
          entitled to participate fully in the challenge through counsel of
          its own choosing. In the event that one hundred percent (100%) of
          the disallowed amount results from the Medicare Program's
          determination that the Management Co. fees were not comparable with
          marketplace prices for similar services, Management Co. shall be
          entitled to assume control of the challenge in the Agency's name. If
          the Hospital elects not to pursue the matter or if, in the
          reasonable judgment of Management Co., the Hospital is not
          vigorously pursuing the challenge, Management Co. shall be entitled
          to assume control of the challenge in the Agency's name.

          (f)  Settlement. The Hospital shall not be entitled, without the
          prior written consent of Management Co., to enter into any
          settlement or compromise of any such claim, where either (i) fifty
          percent (50%) or more of the disallowed amount results from the
          Medicare Program's determination that the Management Co. fees were
          not comparable with marketplace prices for similar services; or (ii)
          where the disallowance results in an indemnification liability of
          Management Co. of greater than one hundred thousand dollars
          ($100,000.00) to Hospital.

          (g) Allocation of Settlement. In the event that a global settlement
          is reached, the parties will attempt to agree on a reasonable
          allocation of the total disallowances, as settled. If the parties
          are unable to reach agreement on the allocation within ninety (90)
          days of the settlement, either party may submit the dispute to
          arbitration as provided in Section 22.

          (h)  Costs of Appeals. Each party shall be responsible for its own
          fees and expenses, including those of its legal counsel, in pursuant
          reimbursement appeals hereunder.


Effect of Termination. The rights and obligations of the parties under
Subsections (c) - (g) shall survive the termination of this Agreement.
<PAGE>

(i)  Damages.   Under section 4(c), Hospital may have to pay liquidated
damages to Management Co.  To the extent that liquidated damages are paid
under section 4(c), Hospital will not enforce the indemnification provsion
under section 4(d) of the Management Contract.

5.   PROPRIETARY MATERIALS AND INFORMATION; COVENANT NOT TO HIRE AWAY
EMPLOYEES

          (a)  The Hospital acknowledges and agrees that the various policy
          and procedure manuals developed by Management Co. and used by
          Management Co. in the provision of management services to home
          health agencies, are proprietary in nature, shall be and remain
          (along with any corresponding copyrights, patents or similar rights)
          the sole property of Management Co. and shall not at any time be
          directly or indirectly used, distributed, disclosed, copied or
          otherwise employed by the Hospital, except in the operation of the
          Agency under Management Co.'s management during the term of this
          Agreement. Upon termination of this Agreement, the Hospital shall
          return to Management Co. all such manuals (including all portions
          and copies thereof) in the Hospital's possession or within its
          control, shall use reasonable efforts to ensure that its employees
          have not retained any such manuals or portions or copies thereof
          and, upon request by Management Co., shall confirm compliance with
          the foregoing in writing.

          (b)  The Hospital acknowledges that Management Co. has spent a great
          deal of time, money and effort to recruit, hire and train qualified
          personnel to provide management services to home health agencies
          such as the Agency. Accordingly, during the term of this Agreement
          and for a period of one (1) year thereafter, the Hospital shall not,
          directly or indirectly, alone or with others, solicit, attempt to
          solicit or otherwise induce or attempt to induce to leave Management
          Co.'s employ, without the prior written consent of Management Co.,
          any of the employees of Management Co. who performed services on
          behalf of Management Co. for the Agency at any time during the term
          of this Agreement.

          (c)  The Management Co. acknowledges that the Hospital has spent a
          great deal of time, money and effort to recruit, hire and train
          qualified personnel to work for the Agency. Accordingly, during the
          term of this Agreement and for a period of one (1) year thereafter,
          Management Co. shall not, directly or indirectly, alone or with
          others, solicit, attempt to solicit or otherwise induce or attempt
          to induce to leave the Hospital's employ, without the prior written
          consent of the Hospital, any of the employees of the Hospital who
          worked for the Agency at any time during the term of this Agreement.

          (d)  In the event of a breach or threatened breach of Subsections
          (a) or (b) by the Hospital, the Hospital acknowledges and agrees
          that Management Co. will be entitled to injunctive relief in order
          to prevent the breach or continuing breach thereof, without having
          to post bond, in addition to any and all other rights and remedies
          available to Management Co. at law or in equity.

          (e)  In the event of a breach or threatened breach of Subsection (c)
          by Management Co., Management Co. acknowledges and agrees that the
          Hospital will be entitled to injunctive relief in order to prevent
          the breach or continuing breach thereof, without having to post
          bond, in addition to any and all other rights and remedies available
          to the Hospital at law or in equity.

          (f)  The rights and obligations of the. parties under this Section 5
          shall survive termination of this Agreement.

          (g)  Subsection (b) and (c) shall not apply to an employee who is
          terminated or voluntarily leaves the employ of the Hospital or
          Management Co., as the case may be, and is not employed by the other
          party to this Agreement within sixty (60) days after the last day of
          employment.
<PAGE>

6.   OWNERSHIP AND CONFIDENTIALTY OF AGENCY INFORMATION AND DATA

     Management Co. acknowledges that it will obtain and/or have access to
     various confidential information concerning the business and affairs of
     the Agency in connection with the performance of Management Co.'s
     obligations hereunder. Such confidential information includes, but is not
     limited to, patient information and records, employee and financial
     information ("Confidential Information"). Management Co. agrees (1) to
     hold the Confidential Information in strict confidence, (2) not to use
     the Confidential Information for any purpose other than the performance
     of Management Co.'s obligations hereunder, (3) not to disclose any of the
     Confidential Information to any third party or any of Management Co.'s
     employees, agents or representatives other than those who need to know
     and/or have access to such Confidential Information in connection with
     the performance of their duties on behalf of Management Co., and (4) to
     return to the Hospital or destroy or delete, at the Hospital's election,
     all or the relevant portions of any of the documents and other materials
     embodying Confidential Information (including all copies thereof) in
     Management Co.'s possession upon termination of this Agreement. The
     foregoing restrictions shall not, however apply to information which (1)
     is generally known to and available for use within the trade or by the
     public at the time of disclosure to Management Co., (2) becomes generally
     known to and available for use within the trade or by the public other
     than as a result of a breach of Management Co. 's duty of confidentiality
     hereunder, (3) was in the possession or knowledge of Management Co. free
     of Confidentiality restrictions prior to the time of disclosure to
     Management Co. by the Hospital, or becomes available to Management Co.
     from a third party who or which is not bound by confidentiality
     restrictions, (4) is required to be disclosed by law or pursuant to a
     court order, subject to prompt prior written notice by Management Co. to
     the Hospital of such potential disclosure and the Hospital's right to
     prevent or otherwise limit such disclosure with the bounds of the law or
     court order, or (5) is authorized to be used and/or disclosed to third
     parties by the Hospital in writing, subject to execution of a
     confidentiality agreement acceptable to the Hospital by the third party.
     Management Co. further agrees to comply with any and all laws and
     regulations and procedures relating to patient and all other information
     which is disclosed to Management Co. or to which Management Co. has, and
     to comply with the Hospital's applicable reasonable security and
     confidentiality policies and procedures relative to the Agency's
     facilities, communications and information. The Hospital shall have the
     right to deny Management Co. access to the Agency's facilities,
     communications and information at such times when Management Co. fails to
     comply with the Hospital's applicable reasonable policies and procedures.
     The provisions of this Section 6 shall survive termination of this
     Agreement. Management Co. acknowledges and agrees that any breach or
     threatened breach by it of the provisions of this Section would cause the
     Hospital irreparable injury for which the Hospital would have no remedy
     at law and that, in addition to any other remedies which it may have, the
     Hospital shall be entitled to preliminary and permanent injunctive relief
     against any such breach or threatened breach.

7.   TERM AND TERMINATION

          (a)  Subject to Subsections (b) through (d) below, this Agreement
          shall have a term of five (5) years beginning July 1, 1994 and
          terminating on June 30, 1999. Within one hundred eighty (180) days
          prior to the expiration of the term of this Agreement, the Hospital
          shall notify Management Co. of the Hospital's plans regarding
          management of the Agency thereafter in order to allow Management Co.
          sufficient time to make appropriate plans and arrangements.

          (b)  The Hospital shall have the power to terminate this Agreement
          as follows:

               (i) If Management Co. breaches or defaults in the performance
               of any material term, condition or undertaking set forth herein
               and fails to cure such breach or default within thirty (30)
               days of its receipt of written notice from the Hospital
               describing in detail the occurrence and nature of the breach or
               default, or fails to submit a plan reasonably acceptable to
               Hospital for curing the breach or default within such thirty
               (30) day period and to thereafter diligently cure the breach or
               default pursuant to the plan if the breach or default cannot
               reasonably be cured within the thirty (30) day period;

               (ii) Immediately upon written notice if Management Co. becomes
               insolvent, has a petition in bankruptcy filed with respect to
               it which is not dismissed or discharged within thirty (30) days
               or makes an assignment for the benefit of creditors;
<PAGE>

               (iii)     Immediately upon written notice if Management Co.
               shall commit or be involved in any act involving fraud or shall
               misappropriate Agency funds; and

               (iv) Immediately upon written notice if Management Co. is
               barred or suspended from involvement in the Medicare or
               Medicaid Programs.

(c)  Management Co. shall have the power to terminate this Agreement as
follows:

               (i)  If the Hospital breaches or defaults in the performance of
               any material term, condition or undertaking set forth herein
               and fails to cure such breach or default within thirty (30)
               days of its receipt of written notice from Management Co.
               describing in detail the occurrence and nature of the breach or
               default, or fails to provide a plan reasonably acceptable to
               Management Co. for curing the breach or default within such
               thirty (30) day period and to thereafter diligently cure the
               breach or default pursuant to the plan if the breach or default
               cannot reasonably be cured within the thirty (30) day period;
               provided, however, that for a breach or default involving the
               payment of money, the cure period shall be limited to ten (10)
               days;

               (ii) Immediately upon written notice if the Hospital has a
               petition in bankruptcy filed with respect to it which is not
               dismissed or discharged within thirty (30) days or makes an
               assignment for the benefit of creditors; and

               (iii)     Immediately upon written notice in the event of the
               actual or threatened revocation, termination or suspension of
               any certification (including Medicare and Medicaid
               certification), license, permit or accreditation of the
               Hospital or the Agency which shall or may materially and
               adversely affect the Agency's business, or in the event of the
               actual or threatened cancellation or lapsing of the Agency's
               professional liability insurance.

(d)  Either party shall have the power to terminate the Agreement as follows:

               (i)  In the event there is a change in Medicare, Medicaid or
               other Federal or state statutes or regulations or in the
               interpretation thereof, or in the event a claim is threatened,
               made or filed by a government agency, which renders any of the
               material terms of this Agreement unlawful, or asserts that any
               such terms are unlawful, the parties shall promptly and in good
               faith renegotiate the affected term to remedy such condition in
               such a manner that will preserve, in all material respects, the
               underlying economic, financia1 and business relationship of the
               parties. In the event the parties cannot renegotiate the
               agreement within sixty (60) days following notice of the intent
               to renegotiate, either party may terminate this Agreement upon
               written notice to the other.

               (ii) In the event there is a material change in the methodology
               of Medicare or Medicaid reimbursement for home health services,
               the parties shall promptly and in good faith renegotiate the
               affected term(s) to remedy such condition in such a manner that
               will preserve, in all material respects, the underlying
               economic, financial and business relationship of the parties.
               In the event the parties cannot renegotiate the agreement
               within sixty (60) days following notice of the intent to
               renegotiate, either party may terminate this Agreement upon
               written notice to the other.

          (e)  (i)  Termination of this Agreement shall not release the
          Hospital from its obligation to pay any sum, which may be due and
          owing to Management Co. for services rendered prior to termination,
          and such obligation shall survive termination.

               (ii) In the event that the Agreement is terminated by Hospital
               pursuant to Paragraph 7(d), Hospital shall make payment to
               Management Co. in an amount equal to the fifty percent (50%) of
               the management fee remaining to be paid for the term of the
               Agreement had it not been terminated. For purposes of this
               Subsection, the annual management fee shall be the greater of
               the management fee paid pursuant to 4(a) for the year
               immediately preceding the termination of the Agreement, or One
               Million Four Hundred Thousand Dollars ($1,400,000.00).
<PAGE>

               (iii)     In the event that the Agreement is terminated by
               Management Co. pursuant to Paragraphs 7(d), Management Co.
               shall make payment to Hospital in an amount of Five Hundred
               Thousand Dollars ($500,000.00).

8.   INSURANCE AND INDEMNITY

          (a)  Management Co. shal1 carry and maintain in force insurance to
          cover liabilities arising out of the services provided by Management
          Co. hereunder, including general liability insurance with limits of
          at least One Million ($1,000,000) per occurrence and Two Million
          ($2,000,000) in the aggregate and workers' compensation insurance
          with the limits required by law. The Hospital shall carry and
          maintain in force insurance to cover liabilities arising out of the
          operation of the Agency, including liability, general liability
          insurance and workers' insurance, in reasonable amounts given the
          nature of the Agency's business.

          (b)  The Hospital shall indemnify and hold harmless Management Co.
          (including its directors, officers, employees and agents,
          individually and collectively) from and against any and all claims,
          liabilities, damages, fines, penalties, taxes, costs and expenses,
          including reasonable attorneys' fees and of settlement, which any
          such party may suffer, sustain or become subject to as a result of:
          (i) the negligence or other wrongful conduct (including, without
          limitation, misrepresentation, fraud, willful misconduct, violations
          of law or breach of contract) of the Hospital, the Agency or their
          directors, officers, employees or agents in the operation of the
          Agency's business or the performance of the Hospital's obligations
          hereunder; (ii) any existing or future debts, liabilities or
          obligations of the Hospital relative to the Agency; or (iii) any
          acts or omissions of Management Co. or any of its officers,
          employees or agents taken or not taken pursuant to the directives of
          the Hospital or the Agency, their governing board(s), officers or
          employees.

          (c)  Management Co. shall indemnify and hold harmless the Hospital
          (including its directors, officers, employees and agents,
          individua1ly and collectively) from and against any and all claims,
          liabilities, damages, fines, penalties, taxes, costs and expenses,
          including reasonable attorneys' fees and costs of settlement, which
          any such party may suffer, sustain or become subject to as a result
          of the negligence or other wrongful conduct (including, without
          limitation, misrepresentation, fraud, willful, violations of law or
          breach of contract) of the Management Co. or its directors,
          officers, employees or agents in the performance of Management Co.'s
          obligations hereunder.

          (d)  The obligations of the parties under Subsections (b) and (c)
          shall survive termination of this Agreement.

9.   ASSIGNMENT

     Neither party may assign any of its rights or obligations under this
     Agreement to any other person, firm or corporation without the express
     written consent of the other party; provided, however, that Management
     Co. may delegate some or all of its duties described in Section 2 to any
     of its subsidiaries and, to that extent, such subsidiaries are third
     party beneficiaries of this Agreement; and further provided that the
     Hospital may assign all of its rights and obligations under this
     Agreement upon written notice to Management Co. (a) to any affiliate of
     the Hospital which acquires the Agency pursuant to a corporate
     reorganization, or, (b) to a third party purchaser of all or
     substantially all of the assets of the Hospital or the Agency or a third
     party which acquires control of the Hospital or the Agency pursuant to a
     merger, consolidation or other similar transaction, and any such
     affiliate, purchaser or other acquirer shall assume and agree to be bound
     by the terms of this Agreement.  Agreement shall inure to the benefit of
     and be binding upon the legal representatives, permitted assigns and
     successors of the parties hereto.
<PAGE>

10.  NOTICES

     Notices required hereunder shall be in writing and delivered in person or
     sent by Certified Mail, postage prepaid, to the President and Chief
     Executive Officer of the Hospital or the President of Management Co. at
     the appropriate address set forth in the preamble of this Agreement or
     such other addresses as either party may designate in writing to the
     other party in accordance with this Section 10. If mailed, such notices
     shall be effective as of the date of delivery or the date of attempted
     delivery if delivery is refused.

11.  ACCESS TO BOOKS AND RECORDS

          (a)  For a period of four (4) years following the last date
          Management Co. furnishes services pursuant to this Agreement,
          Management Co. shall make available upon written request of the
          Secretary of the United States Department of Health and Human
          Services, the United States Comptroller General and their duly
          authorized representatives, all contracts, books, documents and
          records of Management Co. to the extent required by 42 U.S.C.
          1395x(v)(1)(I) (as amended or recodified from time to time or any
          substitute or successor statute) and lawful regulations promulgated
          thereunder. Management Co. shall notify the Hospital within ten (10)
          days of its receipt of such a request and of Management Co.'s
          proposed response to the request.

          (b)  If Management Co. carries out any of its duties under this
          Agreement through a subcontract with a value of $10,000.00 or more
          over a twelve (12) month period with a related organization, such
          subcontract shall contain a clause to the effect that until four (4)
          years after the furnishing of such services pursuant to such
          subcontract, such related organization shall make available, upon
          written request of the Secretary of the United States Department of
          Health and Human Services, the United Comptroller General or any of
          their duly authorized representatives, the sub-contract and the
          books, documents and records of such organization to the extent
          required by 42 U.S.C. 1395x(v)(l)(I) (as amended or recodified from
          time to time or any substitute or successor statute) and lawful
          regulations promulgated thereunder.

12.  ENTIRE AGREEMENT

     This instrument contains the entire agreement of the parties with respect
     to the subject matter hereof. Any and all prior agreements, promises,
     inducements, negotiations or representations not expressly set forth in
     this Agreement are superseded hereby and are void and of no force and
     effect.

13.  AMENDMENTS

     Agreement cannot be altered or amended except pursuant to an instrument
     in writing signed by both of the parties hereto.

14.  SEVERABlLlTY

     In the event that any provision of this Agreement is rendered illegal,
     invalid or unenforceable by a federal or state law, rule or regulation,
     or declared illegal, invalid or unenforceable by any court of competent
     jurisdiction, the remaining provisions hereof shall remain in full force
     and effect.

15.  HEADINGS

     Headings are used herein solely for the convenience of the parties and
     are not part of this Agreement.
<PAGE>

16.  APPLICABLE LAW

     This Agreement shall be construed and interpreted in accordance with the
     laws of the Commonwealth of Kentucky, notwithstanding its conflict of
     laws rules.

 17. WAIVER OF BREACH

     The waiver by a party of a breach of or default under any term or
     provision of this Agreement by the other party shall not operate or be
     construed as a waiver of any subsequent breach or default under the same
     or any other term or provision of this Agreement by that party.

18.  STATUS OF RELATIONSHIP

     It is understood and agreed that the parties to this Agreement are
     independent contractors, and nothing herein shall be construed to
     establish a partnership or joint venture relationship between the
     parties. Each party has sole responsibility for the payment of each of
     its employee's wages, payroll taxes and benefits. By virtue hereof,
     neither party assumes, directly or by implication, the debts,
     obligations, taxes or liabilities of the other party.

19.  FORCE MAJEURE

     If either the Hospital or Management Co. is delayed or prevented from
     fulfilling any of its obligations under this Agreement by force majeure,
     such party shall not be liable under this Agreement for the delay or
     failure. "Force Majeure" means any cause beyond the reasonable control of
     a party, including but not limited to an act of God, act or omission of
     civil or military authorities of a state or nation, fire, strike, flood,
     riot, war, delay of transportation, or inability due to any of these
     causes to provide or obtain necessary labor, materials or facilities.

20.  EXCLUSIVITY

     The relationship between Management Co. and the Hospital with respect to
     the Agency shall be exclusive in that neither Management Co. nor any of
     its subsidiaries will, directly or indirectly, during the term of this
     Agreement, manage, own or affiliate or consult with any home health
     agency providing services in any of the counties for which the Agency (or
     any additional agency managed by Management Co. pursuant to Section 21)
     has a license to provide home health services. Such exclusivity will not,
     however, apply (a) after termination or non-renewal of this Agreement,
     (b) to management services provided by Management Co. to home health
     agencies not doing business inside the identified geographic area, (c) to
     management services provided by Management Co. to entities other than
     home health agencies, (d) any other business ventures of Management Co.
     not encompassed within the foregoing provision, or (e) to Management
     Co.'s ownership, operation, or management of, consulting for or
     affiliation with House Calls of America, Inc.

21.  ADDITIONAL COUNTIES AND HOME HEALTH AGENCIES

     The Hospital hereby grants Management Co. the right to manage, pursuant
     to the terms set forth herein, the operations of the Agency in any
     additional counties added to the Hospital's license and any additional
     home health agencies acquired by the Hospital during the term of this
     Agreement. The parties will execute such amendments to this Agreement as
     may be necessary or appropriate to document Management Co.'s management
     of such additional counties or agencies.

22.  DISPUTE RESOLUTION

     Any material dispute between the parties arising under this Agreement
     which is not resolved by good faith negotiation (including, without
     limitation, disputes under Subsection 4(d), Section 19 or Exhibit A) may
     be submitted by either party to binding arbitration in Louisville,
     Kentucky in accordance with the Commercial Arbitration Rules of the
     American Arbitration Association, and judgment upon the award may be
     entered in any court with jurisdiction thereof. The costs of arbitration
     shall be borne by the parties in proportions decided by the
     arbitrator(s).
<PAGE>

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

NATIONAL HEALTH INDUSTRIES, INC.


By: _________________________________


Title:________________________________


GALEN OF KENTUCKY, INC. d/b/a
AUDUBON REGIONAL MEDICAL CENTER


By:___________________________________


Title:__________________________________

<PAGE> 
Exhibit A
MANAGEMENT FEES


Development Fee
The Hospital will pay to the Management Company a one-time fee of Twenty Five
Thousand Dollars ($25,000) for the development, administration and initial
management services provided in the establishment of the new agency in
Scottsburg, Indiana.

Management Fee
The Hospital will pay the Management Company a fee per home health visit based
on the following fee schedule:

Home Health Visit
0-10,000 visits                    $ 11.50 per visit
10,000+ visits                     $  6.00 per visit




AGREEMENT



AGREEMENT made as of the 15th of February, 1995, between NATIONAL HEALTH
INDUSTRIES, INC., a Delaware corporation, with its principal office at 9200
Shelbyville Road, Louisville, Kentucky 40222 (hereinafter referred to as
"Management Co."), and GALEN OF KENTUCKY, INC. d/b/a  SOUTHWEST HOSPITAL, , a
Kentucky corporation, with its principal office at 9820 Third Street Road,
Louisville, KY  40272 (hereinafter referred to as the "Hospital").

W I T N E S S E T H:

WHEREAS, the Hospital maintains a department which operates as a home health
agency known as "Caretenders". (the "Agency");

WHEREAS, Management Co. and it's subsidiaries (collectively, "Management Co.")
provide management services suited to and designed for the operation of home
health agencies; and

     WHEREAS, Management Co. desires to provide management services to the
     Agency, and the Hospital desires to procure such services from Management
     Co. for the Agency, pursuant to the terms and conditions set forth in
     this Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements hereinafter contained, the parties hereto agree as follows:

1.   RETENTION OF MANAGEMENT CO.: AUTHORITY

Subject to the terms and conditions of this Agreement, the Hospital hereby
retains Management Co. to provide management services for the Agency, and
Management Co. hereby accepts such retention by the Hospital. Pursuant to this
Agreement, Management Co. shall have the authority and responsibility to
manage, supervise and administer the day-to-day operations of the Agency
subject at all times to the Hospital's ultimate responsibility for and
authority over the governance, management and operations of the Agency, and
Management Co.'s compliance with (a) the policies and procedures adopted by
the Hospital and the Agency from time to time, (b) specific and general
directives from the Hospital's and the Agency's governing board(s) and
management and (c) all applicable laws, rules and regulations, including,
without limitation, the Medicare Conditions of Participation for Home Health
Agencies, now set forth at 42 C.F.R. 484.1 et seq., as amended or recodified
from time to time or any substitute or successor regulations (the
"Conditions").

2.   OBLIGATIONS OF MANAGEMENT CO.

     During the term of this Agreement, subject to the limitations set forth
     in Section 1 and subject to the obligations of the Hospital set forth
     herein, Management Co. shall, as requested perform the services set forth
     below:

(a)  Supervise the general operations of the Agency, as follows:

(i)  Provide on-site consultation for management regarding policy development;

(ii) Provide strategic planning and analysis of the Agency's integration into
the Hospital's mainstream operations;

(iii) Assist in maintaining, renewing and supplementing all local, state
and federal applications, certifications, licenses, forms and permits
necessary or appropriate for the operation of the Agency;
<PAGE>

(iv) Assist in maintaining the Agency's compliance with all governmental laws,
rules and regulations, including the Conditions;

(v)  Supervise the preparation for and assist in the conduct of the Agency's
regulatory surveys and inspections, as follows:

(1)  Assist the Agency in maintaining appropriate state licensure as a home
health agency. Management Co. will use its best efforts to the Agency in
remedying any deficiencies identified by the state licensing authority.

(2)  Assist the Agency in maintaining certification to participate in
Medicare, Medicaid and other reimbursement programs in which the Agency
participates. Management Co. will use its best efforts to assist the Agency in
remedying any deficiencies identified by such programs.

(3)  Assist the Agency in maintaining certification by the Joint Commission
the Accreditation of Healthcare Organizations ("JCAHO"). Management Co. will
use its best efforts to assist the Agency in remedying any deficiencies
identified by JCAHO;

(vi) Assist in the negotiation and maintenance of the Agency's contractual
arrangements with service providers and lessors;

(vii)Supervise plant and equipment maintenance and

(viii)Assist in the design, implementation and maintenance of operating,
organizational, office and personnel policies and procedures for the Agency;

(ix) Assist and advise the Agency regarding administrative personnel
matters;and

(x)  Provide assistance with other daily administrative functions, as
requested;

(xi) Provide on-site training for home care coordinators and on generally
accepted methodologies for conducting the services of the Agency;

(xii)Provide tracking, analysis and reporting for all referrals,
categorized by physician, hospital and hospital department; and

(xiii)Participate in public, marketing and educational, business plan
preparation and the development of the Agency's services by providing formats
for community awareness and other activities.

(b)  Assist in the development of the Agency's business, services and
relations, as follows:

               (i)  Provide on-site training for home care coordinators and
               general on accepted methodologies for promoting the services of
               the Agency;

               (ii) Provide tracking, analysis and reporting for all
               referrals, categorized by physician, hospital and hospital
               department; and

               (iii) Assist in public, marketing and educational, business
               plan preparation and the development of the Agency's services
               by providing formats for community awareness and other
               activities.
<PAGE>

(c)  Oversee and manage the clinical staff and clinical operations of the
Agency, as follows:

(i)  Assist the Agency in the recruiting of clinical personnel and assist and
advise the Agency with respect to other clinical personnel matters;

(ii) Provide on-site consultation regarding the development and implementation
of clinical policies;

(iii)Design and assist in the implementation of Continuous Quality
Improvement Strategies (CQI) and patient satisfaction measures for the Agency;

(iv) Assist in the development and implementation of quality assurance and
utilization review policies;

(v)  Provide staff to conduct training programs and seminars for professional
and non-professional administrative and clinical personnel of the Agency, as
necessary, and provide staff development and staff training modules for
clinical staff;

Hold staff development and departmental meetings with applicable Agency and
Management Co. personnel, as necessary;

Provide analyses and evaluations of staffing patterns in relation to patient
mix, scope of services and number of disciplines;

Assist and advise the Agency regarding the maintenance of a medical records
system, and

Perform, directly or under arrangement, medical record/utilization review
audits, as necessary.

(d)  Assist the Hospital in managing the financial affairs of the Agency, as
follows:

(i)  Perform all billing and collecting activities in a manner consistent with
that utilized by the Management Co. for its other agencies.  Management Co.
shall perform those services in accordance with applicable Medicare and
Medicaid guidelines, including, without limitation, requirements for the
timely submission of claims;

(ii) Monitor payments to the Agency and oversee the Agency's collection
system;

(iii)Monitor and review the posting of cash receipts;

(iv) Maintain, review and monitor Medicare/Medicaid logs;

(v)  Supervise the follow-up on outstanding receivables;

(vi) Review and monitor transaction logs;

(vii)Consult in the processing and payment of the Agency's accounts payable
and payroll;

(viii)Assist in the preparation of the annual budget of the Agency; and

(ix) Consult with and assist the Hospital's accounting staff and outside
accountants, as necessary.

(x)  Provide billing and collecting activities with monthly reconciliations.

<PAGE>
          (e)  Manage the aspects of the operations of the Agency that are
          affected by third party reimbursement, as follows. Management Co.
          agrees to continue to provide the services described in Subsections
          (vi) - (ix) below as may be reasonably requested by the Agency
          following expiration or termination of this Agreement by either
          party, without additional charge to the Hospital, until all cost
          reports pertaining to patient visits provided prior to the
          expiration or termination of this Agreement have been filed.
          Management Co. will also provide reasonable billing, collection and
          computer services pertaining to visits performed prior to the
          expiration or termination of this Agreement for the period ending
          six (6) months after expiration or termination of this Agreement
          without additional charge to the Hospital. Management Co. will,
          after the date of expiration or termination of this Agreement and
          upon reasonable request of the Hospital provide other services of
          the type and nature specified in this Agreement in return for which
          Management Co. will be compensated at a rate of one hundred fifty
          dollars ($150.00) per hour. Management Co. shall not be required to
          provide any services under this Agreement after the Agency has
          reached final settlement of all cost reports pertaining to patient
          visits provided prior to the expiration or termination of this
          agreement:

               (i)  Review and assist in preparation of monthly cost reports
               for purposes of internal management information;

               (ii) Review and assist the Hospital's reimbursement staff in
               the preparation of all quarterly interim rate computations,
               periodic reimbursement reports, annual cost reports and other
               required data and reports for the Hospital's submission to the
               Agency's Medicare fiscal intermediary, Medicaid and other third
               party payors, as may be necessary under the provision of laws,
               rules, regulations and general instructions of Medicare,
               Medicaid or any other local, state, federal or other program in
               which the Agency participates;

               (iii)     Provide on-site reimbursement consulting, as
               necessary and periodic reimbursement reports;

               (iv) Assist the Hospital's reimbursement staff in developing
               specific reimbursement policies for the Agency;

               (v)  Monitor all cost cap and therapy 1imitations published by
               third party payors in light of applicable requirements;

               (vi) Assist in the preparation for and conduct of Medicare and
               Medicaid audits, and attend all exit conferences;

               (vii)     Review initial reimbursement settlements and proposed
               audit adjustments and prepare commentary for submission to the
               relevant authorities (e.g., the Medicare fiscal intermediary),
               as necessary;

               (viii)    Provide consultation regarding correspondence with
               governmental agencies and fiscal intermediaries, and provide
               primary advice and research on reimbursement matters affecting
               the Agency;

               (ix) Provide advice and assistance to the Agency in connection
               with the pursuit and prosecution of reimbursement appeals; and

               (x)  Assist the Agency in maintaining and updating an
               appropriate charge structure.

          (f)  Provide the following standby services:

               (i)  Provide clinical, administrative or financial consulting
               personnel as may be necessary from time to time to assist in
               the operation of the Agency;

               (ii) Provide data to the Hospital related to local, regional
               and national trends in home care as well as market research
               data to which Management Co. may have access; and

               (iii)Participate with the Hospital in the conducting of
               feasibility studies, as necessary.
<PAGE>

          (g)  Throughout the term of this Agreement, Management Co. shall
          submit monthly and annual progress reports to the Hospital for the
          Agency. Management Co.'s progress reports will address, among other
          things, Management Co.'s success in meeting defined goals and
          objectives for services and the Agency's operations, as set forth in
          this Agreement, the Agency's business plan or as otherwise agreed
          upon by the Hospital and Management Co.

          (h)  Management Co. shall provide Computer Services to the Hospital
          and/or Agency according to the following terms and conditions:

               (i) The system as defined by this document includes the
               hardware supplied by Management Co. and all system and
               application software residing on the hardware as supplied;

               (ii) Management Co. is responsible for the maintenance of the
               system in good operating condition throughout the term of this
               Agreement through routine maintenance and repair. Management
               Co. will provide twenty-four (24) hour per day, seven (7) day
               per week, repair and maintenance services for the Hardware;

               (iii)     The cost associated with the correction of hardware
               malfunctions shall be borne at all times by Management Co.

               (iv) Management Co. will furnish the Agency with access to any
               and all updates, modifications, improvements, revisions and
               enhancements to the system software.

               (v)  Management Co. will provide assistance with development of
               the interfaces between the system and the Hospital's computer
               system.

               (vi) Management Co. will provide upon reasonable request by the
               Hospital, from time to time, and subject to any requirements
               imposed on Management Co. by its hardware and software vendors,
               routine minor modifications to the system. Services related to
               customization and/or major modifications will be paid for by
               the Hospital at Management Co.'s standard charges for time and
               materials.

               (vii) Any and all customized and/or modified software shall
               remain the property of Management Co. or its software vendors
               as an integral part of the system.

               (viii) The components of the system located in the Agency's
               offices shall be used for operating the system as described in
               this agreement and for no other purpose. No software other than
               the software furnished by Management Co. shall be utilized on
               the system without prior written consent of Management Co.

               (ix) The Hospital and the Agency shall ensure that the
               management and data entry personnel working in the Agency's
               offices cooperate with Management Co. in the discharge of
               Management Co.'s duties under this Agreement and comply with
               the reasonable instructions provided by Management Co. from
               time to time as to the proper use and functioning of the
               system.

               (x) Under no circumstances shall the Hospital make any
               modifications, customizations or other revisions to the System
               or any component of the system without prior written consent of
               Management Co.

               (xi) The Hospital acknowledges that the system and all of its
               component parts (including, without limitation, specifications,
               manuals and other documentation) are, and shall remain, the
               sole and exclusive property of Management Co. At no time during
               the term of this agreement or thereafter shall the Hospital
               assign, sell, license, lease, duplicate, transfer, pledge or
               encumber the system or any component part of the system. Upon
               termination of this agreement, all of the Hospital's rights
               with respect to the system shall terminate and Management Co.
               shall be entitled to remove the components of the system
               located in the Agency's offices.
<PAGE>

3.   OBLIGATIONS OF THE HOSPITAL

          (a)  The Hospital agrees that the Agency is and will continue to be,
          subject to the obligations of Management Co. to provide the
          management services set forth herein, operated and maintained as a
          duly certified, licensed and accredited home health agency in
          accordance with: (i) the Conditions; (ii) the provisions contained
          in the Medicare "Home Health Agency Manual", HIM-ll, and other
          applicable Medicare or Medicaid manuals and general instructions;
          (iii) any and all other applicable federal, state or local laws,
          rules or regulations; and (iv) all supplements, amendments,
          substitutions or additions to any of the foregoing..

          (b)  The Hospital shall employ for the Agency, directly or under
          arrangement, adequate clinical and administrative staff who are
          capable of providing all of the Agency's clinical services and
          performing its administrative duties, all in conformity with the
          standards now or hereafter prescribed by any law, rule or regulation
          which may be applicable to the operation of the Agency, including
          the Conditions. Hospital shall consult with the Management Co., from
          time to time, to determine whether there is adequate clinical and
          administrative staff, and shall use its best efforts to comply with
          Management Co.'s recommendations. Hospital's failure to provide
          adequate clinical and administrative staff will preclude the
          Management Co. from performing its duties hereunder.

          (c)  The Hospital shall, at all times, be ultimately responsible for
          the direction and control of the Agency, including, but not limited
          to, all professional and ethical affairs, all fiscal affairs and all
          general operating policies.

          (d)  The Hospital and the advisory board of the Agency shall request
          and receive recommendations from Management Co. and shall duly
          consider all such recommendations concerning operations of the
          Agency prior to adopting any changes in the policies, procedures,
          directives or bylaws applicable to the Agency. A representative of
          Management Co. shall be entitled to receive notice of and to attend
          all meetings of the Agency's advisory board, other than meetings or
          portions thereof devoted to a review of the performance of
          Management Co. hereunder. At meetings or portions thereof attended
          by Management Co., representatives of Management Co. shall be
          permitted to participate in discussions of Agency operations, but
          shall not be entitled to vote. The Hospital shall promptly deliver
          or communicate to Management Co. a copy of resolutions, directives
          and authorizations which in any way affect the services provided by
          Management Co. under this Agreement.

4.   FEES

          (a)  In consideration of the services to be provided by Management
          Co. pursuant to this Agreement, the Hospital shall pay to Management
          Co. fees as set forth in Exhibit A attached hereto.

          (b)  Management Co. will bill the Hospital monthly by itemized
          invoice for services provided during the preceding month. The
          Hospital will pay invoices for fees within thirty (30) days of
          receipt. All amounts not paid to Management Co. when due should bear
          interest at the rate of 1 1/2 % per month until paid in full.

          (c)  In the event that Hospital or any of its affiliates acquires,
          operates or affiliates with another home health agency in the
          counties covered by this Agreement, and Hospital or any of its
          affiliates do not engage Management Co. to manage said agency(s),
          the management fee payable during any contract year to Management
          Co. under this Agreement shall be the greater of the fee required by
          Paragraph 4(a) or One Million Four Hundred Thousand Dollars
          ($1,400,000) per year, beginning in the year that this provision is
          triggered and for each year thereafter until the expiration or
          termination of the Agreement.
<PAGE>

          (d)  Disallowance of Fees. Any fees paid to Management Co. by
          Hospital pursuant to this Agreement that are not allowed by the
          Medicare Program because they are not comparable with marketplace
          prices for similar services, shall be forgiven or repaid by
          Management Co. to the Hospital, and Hospital shall have no liability
          to Management Co. for such disallowed fees; provided, however, that
          such forgiveness or repayment shall not occur until thirty (30) days
          after the later of (1) such time as the parties have exhausted such
          administrative and legal remedies that they deem appropriate to
          pursue to challenge the disallowance of such fees by the Medicare
          Program, or (2) the completion of any arbitration as provided
          herein.

          (e)  Challenge of Disallowance of Fees. In any challenge to a
          disallowance of Management Co.'s fees, Management Co. shall be
          entitled to participate fully in the challenge through counsel of
          its own choosing. In the event that one hundred percent (100%) of
          the disallowed amount results from the Medicare Program's
          determination that the Management Co. fees were not comparable with
          marketplace prices for similar services, Management Co. shall be
          entitled to assume control of the challenge in the Agency's name. If
          the Hospital elects not to pursue the matter or if, in the
          reasonable judgment of Management Co., the Hospital is not
          vigorously pursuing the challenge, Management Co. shall be entitled
          to assume control of the challenge in the Agency's name.

          (f)  Settlement. The Hospital shall not be entitled, without the
          prior written consent of Management Co., to enter into any
          settlement or compromise of any such claim, where either (i) fifty
          percent (50%) or more of the disallowed amount results from the
          Medicare Program's determination that the Management Co. fees were
          not comparable with marketplace prices for similar services; or (ii)
          where the disallowance results in an indemnification liability of
          Management Co. of greater than one hundred thousand dollars
          ($100,000.00) to Hospital.

          (g) Allocation of Settlement. In the event that a global settlement
          is reached, the parties will attempt to agree on a reasonable
          allocation of the total disallowances, as settled. If the parties
          are unable to reach agreement on the allocation within ninety (90)
          days of the settlement, either party may submit the dispute to
          arbitration as provided in Section 22.

          (h)  Costs of Appeals. Each party shall be responsible for its own
          fees and expenses, including those of its legal counsel, in pursuant
          reimbursement appeals hereunder.

Effect of Termination. The rights and obligations of the parties under
Subsections (c) - (g) shall survive the termination of this Agreement.

     (i)  Damages.  Hospital and Management Co. entered into a Management
     Contract dated July 1, 1994.  Under section 4(c), Hospital may have to
     pay liquidated damages to Management Co.  To the extent that liquidated
     damages are paid under section 4(c), Hospital will not enforce the
     indemnification provsion under section 4(d) of the Management Contract.

5.   PROPRIETARY MATERIALS AND INFORMATION; COVENANT NOT TO HIRE AWAY
EMPLOYEES

          (a)  The Hospital acknowledges and agrees that the various policy
          and procedure manuals developed by Management Co. and used by
          Management Co. in the provision of management services to home
          health agencies, are proprietary in nature, shall be and remain
          (along with any corresponding copyrights, patents or similar rights)
          the sole property of Management Co. and shall not at any time be
          directly or indirectly used, distributed, disclosed, copied or
          otherwise employed by the Hospital, except in the operation of the
          Agency under Management Co.'s management during the term of this
          Agreement. Upon termination of this Agreement, the Hospital shall
          return to Management Co. all such manuals (including all portions
          and copies thereof) in the Hospital's possession or within its
          control, shall use reasonable efforts to ensure that its employees
          have not retained any such manuals or portions or copies thereof
          and, upon request by Management Co., shall confirm compliance with
          the foregoing in writing.
<PAGE>

          (b)  The Hospital acknowledges that Management Co. has spent a great
          deal of time, money and effort to recruit, hire and train qualified
          personnel to provide management services to home health agencies
          such as the Agency. Accordingly, during the term of this Agreement
          and for a period of one (1) year thereafter, the Hospital shall not,
          directly or indirectly, alone or with others, solicit, attempt to
          solicit or otherwise induce or attempt to induce to leave Management
          Co.'s employ, without the prior written consent of Management Co.,
          any of the employees of Management Co. who performed services on
          behalf of Management Co. for the Agency at any time during the term
          of this Agreement.

          (c)  The Management Co. acknowledges that the Hospital has spent a
          great deal of time, money and effort to recruit, hire and train
          qualified personnel to work for the Agency. Accordingly, during the
          term of this Agreement and for a period of one (1) year thereafter,
          Management Co. shall not, directly or indirectly, alone or with
          others, solicit, attempt to solicit or otherwise induce or attempt
          to induce to leave the Hospital's employ, without the prior written
          consent of the Hospital, any of the employees of the Hospital who
          worked for the Agency at any time during the term of this Agreement.

          (d)  In the event of a breach or threatened breach of Subsections
          (a) or (b) by the Hospital, the Hospital acknowledges and agrees
          that Management Co. will be entitled to injunctive relief in order
          to prevent the breach or continuing breach thereof, without having
          to post bond, in addition to any and all other rights and remedies
          available to Management Co. at law or in equity.

          (e)  In the event of a breach or threatened breach of Subsection (c)
          by Management Co., Management Co. acknowledges and agrees that the
          Hospital will be entitled to injunctive relief in order to prevent
          the breach or continuing breach thereof, without having to post
          bond, in addition to any and all other rights and remedies available
          to the Hospital at law or in equity.

          (f)  The rights and obligations of the. parties under this Section 5
          shall survive termination of this Agreement.

          (g)  Subsection (b) and (c) shall not apply to an employee who is
          terminated or voluntarily leaves the employ of the Hospital or
          Management Co., as the case may be, and is not employed by the other
          party to this Agreement within sixty (60) days after the last day of
          employment.

6.   OWNERSHIP AND CONFIDENTIALTY OF AGENCY INFORMATION AND DATA

     Management Co. acknowledges that it will obtain and/or have access to
     various confidential information concerning the business and affairs of
     the Agency in connection with the performance of Management Co.'s
     obligations hereunder. Such confidential information includes, but is not
     limited to, patient information and records, employee and financial
     information ("Confidential Information"). Management Co. agrees (1) to
     hold the Confidential Information in strict confidence, (2) not to use
     the Confidential Information for any purpose other than the performance
     of Management Co.'s obligations hereunder, (3) not to disclose any of the
     Confidential Information to any third party or any of Management Co.'s
     employees, agents or representatives other than those who need to know
     and/or have access to such Confidential Information in connection with
     the performance of their duties on behalf of Management Co., and (4) to
     return to the Hospital or destroy or delete, at the Hospital's election,
     all or the relevant portions of any of the documents and other materials
     embodying Confidential Information (including all copies thereof) in
     Management Co.'s possession upon termination of this Agreement. 
<PAGE>
     The foregoing restrictions shall not, however apply to information which 
     is generally known to and available for use within the trade or by the
     public at the time of disclosure to Management Co., (2) becomes generally
     known to and available for use within the trade or by the public other
     than as a result of a breach of Management Co. 's duty of confidentiality
     hereunder, (3) was in the possession or knowledge of Management Co. free
     of Confidentiality restrictions prior to the time of disclosure to
     Management Co. by the Hospital, or becomes available to Management Co.
     from a third party who or which is not bound by confidentiality
     restrictions, (4) is required to be disclosed by law or pursuant to a
     court order, subject to prompt prior written notice by Management Co. to
     the Hospital of such potential disclosure and the Hospital's right to
     prevent or otherwise limit such disclosure with the bounds of the law or
     court order, or (5) is authorized to be used and/or disclosed to third
     parties by the Hospital in writing, subject to execution of a
     confidentiality agreement acceptable to the Hospital by the third party.
     Management Co. further agrees to comply with any and all laws and
     regulations and procedures relating to patient and all other information
     which is disclosed to Management Co. or to which Management Co. has, and
     to comply with the Hospital's applicable reasonable security and
     confidentiality policies and procedures relative to the Agency's
     facilities, communications and information. The Hospital shall have the
     right to deny Management Co. access to the Agency's facilities,
     communications and information at such times when Management Co. fails to
     comply with the Hospital's applicable reasonable policies and procedures.
     The provisions of this Section 6 shall survive termination of this
     Agreement. Management Co. acknowledges and agrees that any breach or
     threatened breach by it of the provisions of this Section would cause the
     Hospital irreparable injury for which the Hospital would have no remedy
     at law and that, in addition to any other remedies which it may have, the
     Hospital shall be entitled to preliminary and permanent injunctive relief
     against any such breach or threatened breach.

7.   TERM AND TERMINATION

          (a)  Subject to Subsections (b) through (d) below, this Agreement
          shall have a term of five (5) years beginning July 1, 1994 and
          terminating on June 30, 1999. Within one hundred eighty (180) days
          prior to the expiration of the term of this Agreement, the Hospital
          shall notify Management Co. of the Hospital's plans regarding
          management of the Agency thereafter in order to allow Management Co.
          sufficient time to make appropriate plans and arrangements.

(b)  The Hospital shall have the power to terminate this Agreement as follows:

               (i) If Management Co. breaches or defaults in the performance
               of any material term, condition or undertaking set forth herein
               and fails to cure such breach or default within thirty (30)
               days of its receipt of written notice from the Hospital
               describing in detail the occurrence and nature of the breach or
               default, or fails to submit a plan reasonably acceptable to
               Hospital for curing the breach or default within such thirty
               (30) day period and to thereafter diligently cure the breach or
               default pursuant to the plan if the breach or default cannot
               reasonably be cured within the thirty (30) day period;

               (ii) Immediately upon written notice if Management Co. becomes
               insolvent, has a petition in bankruptcy filed with respect to
               it which is not dismissed or discharged within thirty (30) days
               or makes an assignment for the benefit of creditors;

               (iii)     Immediately upon written notice if Management Co.
               shall commit or be involved in any act involving fraud or shall
               misappropriate Agency funds; and

               (iv) Immediately upon written notice if Management Co. is
               barred or suspended from involvement in the Medicare or
               Medicaid Programs.

(c)  Management Co. shall have the power to terminate this Agreement as
follows:

               (i)  If the Hospital breaches or defaults in the performance of
               any material term, condition or undertaking set forth herein
               and fails to cure such breach or default within thirty (30)
               days of its receipt of written notice from Management Co.
               describing in detail the occurrence and nature of the breach or
               default, or fails to provide a plan reasonably acceptable to
               Management Co. for curing the breach or default within such
               thirty (30) day period and to thereafter diligently cure the
               breach or default pursuant to the plan if the breach or default
               cannot reasonably be cured within the thirty (30) day period;
               provided, however, that for a breach or default involving the
               payment of money, the cure period shall be limited to ten (10)
               days;
<PAGE>

               (ii) Immediately upon written notice if the Hospital has a
               petition in bankruptcy filed with respect to it which is not
               dismissed or discharged within thirty (30) days or makes an
               assignment for the benefit of creditors; and

               (iii)     Immediately upon written notice in the event of the
               actual or threatened revocation, termination or suspension of
               any certification (including Medicare and Medicaid
               certification), license, permit or accreditation of the
               Hospital or the Agency which shall or may materially and
               adversely affect the Agency's business, or in the event of the
               actual or threatened cancellation or lapsing of the Agency's
               professional liability insurance.

          (d)  Either party shall have the power to terminate the Agreement as
          follows:

               (i)  In the event there is a change in Medicare, Medicaid or
               other Federal or state statutes or regulations or in the
               interpretation thereof, or in the event a claim is threatened,
               made or filed by a government agency, which renders any of the
               material terms of this Agreement unlawful, or asserts that any
               such terms are unlawful, the parties shall promptly and in good
               faith renegotiate the affected term to remedy such condition in
               such a manner that will preserve, in all material respects, the
               underlying economic, financia1 and business relationship of the
               parties. In the event the parties cannot renegotiate the
               agreement within sixty (60) days following notice of the intent
               to renegotiate, either party may terminate this Agreement upon
               written notice to the other.

               (ii) In the event there is a material change in the methodology
               of Medicare or Medicaid reimbursement for home health services,
               the parties shall promptly and in good faith renegotiate the
               affected term(s) to remedy such condition in such a manner that
               will preserve, in all material respects, the underlying
               economic, financial and business relationship of the parties.
               In the event the parties cannot renegotiate the agreement
               within sixty (60) days following notice of the intent to
               renegotiate, either party may terminate this Agreement upon
               written notice to the other.

          (e)  (i)  Termination of this Agreement shall not release the
          Hospital from its obligation to pay any sum, which may be due and
          owing to Management Co. for services rendered prior to termination,
          and such obligation shall survive termination.

               (ii) In the event that the Agreement is terminated by Hospital
               pursuant to Paragraph 7(d), Hospital shall make payment to
               Management Co. in an amount equal to the fifty percent (50%) of
               the management fee remaining to be paid for the term of the
               Agreement had it not been terminated. For purposes of this
               Subsection, the annual management fee shall be the greater of
               the management fee paid pursuant to 4(a) for the year
               immediately preceding the termination of the Agreement, or One
               Million Four Hundred Thousand Dollars ($1,400,000.00).

               (iii)     In the event that the Agreement is terminated by
               Management Co. pursuant to Paragraphs 7(d), Management Co.
               shall make payment to Hospital in an amount of Five Hundred
               Thousand Dollars ($500,000.00).

8.   INSURANCE AND INDEMNITY

          (a)  Management Co. shal1 carry and maintain in force insurance to
          cover liabilities arising out of the services provided by Management
          Co. hereunder, including general liability insurance with limits of
          at least One Million ($1,000,000) per occurrence and Two Million
          ($2,000,000) in the aggregate and workers' compensation insurance
          with the limits required by law. The Hospital shall carry and
          maintain in force insurance to cover liabilities arising out of the
          operation of the Agency, including liability, general liability
          insurance and workers' insurance, in reasonable amounts given the
          nature of the Agency's business.
<PAGE>

          (b)  The Hospital shall indemnify and hold harmless Management Co.
          (including its directors, officers, employees and agents,
          individually and collectively) from and against any and all claims,
          liabilities, damages, fines, penalties, taxes, costs and expenses,
          including reasonable attorneys' fees and of settlement, which any
          such party may suffer, sustain or become subject to as a result of:
          (i) the negligence or other wrongful conduct (including, without
          limitation, misrepresentation, fraud, willful misconduct, violations
          of law or breach of contract) of the Hospital, the Agency or their
          directors, officers, employees or agents in the operation of the
          Agency's business or the performance of the Hospital's obligations
          hereunder; (ii) any existing or future debts, liabilities or
          obligations of the Hospital relative to the Agency; or (iii) any
          acts or omissions of Management Co. or any of its officers,
          employees or agents taken or not taken pursuant to the directives of
          the Hospital or the Agency, their governing board(s), officers or
          employees.

          (c)  Management Co. shall indemnify and hold harmless the Hospital
          (including its directors, officers, employees and agents,
          individua1ly and collectively) from and against any and all claims,
          liabilities, damages, fines, penalties, taxes, costs and expenses,
          including reasonable attorneys' fees and costs of settlement, which
          any such party may suffer, sustain or become subject to as a result
          of the negligence or other wrongful conduct (including, without
          limitation, misrepresentation, fraud, willful, violations of law or
          breach of contract) of the Management Co. or its directors,
          officers, employees or agents in the performance of Management Co.'s
          obligations hereunder.

          (d)  The obligations of the parties under Subsections (b) and (c)
          shall survive termination of this Agreement.

9.   ASSIGNMENT

     Neither party may assign any of its rights or obligations under this
     Agreement to any other person, firm or corporation without the express
     written consent of the other party; provided, however, that Management
     Co. may delegate some or all of its duties described in Section 2 to any
     of its subsidiaries and, to that extent, such subsidiaries are third
     party beneficiaries of this Agreement; and further provided that the
     Hospital may assign all of its rights and obligations under this
     Agreement upon written notice to Management Co. (a) to any affiliate of
     the Hospital which acquires the Agency pursuant to a corporate
     reorganization, or, (b) to a third party purchaser of all or
     substantially all of the assets of the Hospital or the Agency or a third
     party which acquires control of the Hospital or the Agency pursuant to a
     merger, consolidation or other similar transaction, and any such
     affiliate, purchaser or other acquirer shall assume and agree to be bound
     by the terms of this Agreement.  Agreement shall inure to the benefit of
     and be binding upon the legal representatives, permitted assigns and
     successors of the parties hereto.

10.  NOTICES

     Notices required hereunder shall be in writing and delivered in person or
     sent by Certified Mail, postage prepaid, to the President and Chief
     Executive Officer of the Hospital or the President of Management Co. at
     the appropriate address set forth in the preamble of this Agreement or
     such other addresses as either party may designate in writing to the
     other party in accordance with this Section 10. If mailed, such notices
     shall be effective as of the date of delivery or the date of attempted
     delivery if delivery is refused.
<PAGE>

11.  ACCESS TO BOOKS AND RECORDS

          (a)  For a period of four (4) years following the last date
          Management Co. furnishes services pursuant to this Agreement,
          Management Co. shall make available upon written request of the
          Secretary of the United States Department of Health and Human
          Services, the United States Comptroller General and their duly
          authorized representatives, all contracts, books, documents and
          records of Management Co. to the extent required by 42 U.S.C.
          1395x(v)(1)(I) (as amended or recodified from time to time or any
          substitute or successor statute) and lawful regulations promulgated
          thereunder. Management Co. shall notify the Hospital within ten (10)
          days of its receipt of such a request and of Management Co.'s
          proposed response to the request.

          (b)  If Management Co. carries out any of its duties under this
          Agreement through a subcontract with a value of $10,000.00 or more
          over a twelve (12) month period with a related organization, such
          subcontract shall contain a clause to the effect that until four (4)
          years after the furnishing of such services pursuant to such
          subcontract, such related organization shall make available, upon
          written request of the Secretary of the United States Department of
          Health and Human Services, the United Comptroller General or any of
          their duly authorized representatives, the sub-contract and the
          books, documents and records of such organization to the extent
          required by 42 U.S.C. 1395x(v)(l)(I) (as amended or recodified from
          time to time or any substitute or successor statute) and lawful
          regulations promulgated thereunder.

12.  ENTIRE AGREEMENT

     This instrument contains the entire agreement of the parties with respect
     to the subject matter hereof. Any and all prior agreements, promises,
     inducements, negotiations or representations not expressly set forth in
     this Agreement are superseded hereby and are void and of no force and
     effect.

13.  AMENDMENTS

     Agreement cannot be altered or amended except pursuant to an instrument
     in writing signed by both of the parties hereto.

14.  SEVERABlLlTY

     In the event that any provision of this Agreement is rendered illegal,
     invalid or unenforceable by a federal or state law, rule or regulation,
     or declared illegal, invalid or unenforceable by any court of competent
     jurisdiction, the remaining provisions hereof shall remain in full force
     and effect.

15.  HEADINGS

     Headings are used herein solely for the convenience of the parties and
     are not part of this Agreement.

16.  APPLICABLE LAW

     This Agreement shall be construed and interpreted in accordance with the
     laws of the Commonwealth of Kentucky, notwithstanding its conflict of
     laws rules.

17.  WAIVER OF BREACH

     The waiver by a party of a breach of or default under any term or
     provision of this Agreement by the other party shall not operate or be
     construed as a waiver of any subsequent breach or default under the same
     or any other term or provision of this Agreement by that party.
<PAGE>

 18. STATUS OF RELATIONSHIP

     It is understood and agreed that the parties to this Agreement are
     independent contractors, and nothing herein shall be construed to
     establish a partnership or joint venture relationship between the
     parties. Each party has sole responsibility for the payment of each of
     its employee's wages, payroll taxes and benefits. By virtue hereof,
     neither party assumes, directly or by implication, the debts,
     obligations, taxes or liabilities of the other party.

19.  FORCE MAJEURE

     If either the Hospital or Management Co. is delayed or prevented from
     fulfilling any of its obligations under this Agreement by force majeure,
     such party shall not be liable under this Agreement for the delay or
     failure. "Force Majeure" means any cause beyond the reasonable control of
     a party, including but not limited to an act of God, act or omission of
     civil or military authorities of a state or nation, fire, strike, flood,
     riot, war, delay of transportation, or inability due to any of these
     causes to provide or obtain necessary labor, materials or facilities.

20.  EXCLUSIVITY

     The relationship between Management Co. and the Hospital with respect to
     the Agency shall be exclusive in that neither Management Co. nor any of
     its subsidiaries will, directly or indirectly, during the term of this
     Agreement, manage, own or affiliate or consult with any home health
     agency providing services in any of the counties for which the Agency (or
     any additional agency managed by Management Co. pursuant to Section 21)
     has a license to provide home health services. Such exclusivity will not,
     however, apply (a) after termination or non-renewal of this Agreement,
     (b) to management services provided by Management Co. to home health
     agencies not doing business inside the identified geographic area, (c) to
     management services provided by Management Co. to entities other than
     home health agencies, (d) any other business ventures of Management Co.
     not encompassed within the foregoing provision, or (e) to Management
     Co.'s ownership, operation, or management of, consulting for or
     affiliation with House Calls of America, Inc.

21.  ADDITIONAL COUNTIES AND HOME HEALTH AGENCIES

     The Hospital hereby grants Management Co. the right to manage, pursuant
     to the terms set forth herein, the operations of the Agency in any
     additional counties added to the Hospital's license and any additional
     home health agencies acquired by the Hospital during the term of this
     Agreement. The parties will execute such amendments to this Agreement as
     may be necessary or appropriate to document Management Co.'s management
     of such additional counties or agencies.

22.  DISPUTE RESOLUTION

     Any material dispute between the parties arising under this Agreement
     which is not resolved by good faith negotiation (including, without
     limitation, disputes under Subsection 4(d), Section 19 or Exhibit A) may
     be submitted by either party to binding arbitration in Louisville,
     Kentucky in accordance with the Commercial Arbitration Rules of the
     American Arbitration Association, and judgment upon the award may be
     entered in any court with jurisdiction thereof. The costs of arbitration
     shall be borne by the parties in proportions decided by the
     arbitrator(s).
<PAGE>

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

NATIONAL HEALTH INDUSTRIES, INC.


By: _________________________________


Title:________________________________


GALEN OF KENTUCKY, INC. d/b/a
SOUTHWEST HOSPITAL


By:___________________________________


Title:__________________________________
 
<PAGE>

MANAGEMENT FEES

CHARGE/VISIT AND
CHARGE/WAIVER UNIT

               Home Health                             
Services            (Visits)       Services            Waiver Units

GENERAL MANAGEMENT                    GENERAL MANAGEMENT
0 - 30,000 Visits      $8.00          0 - 5,000 Units       $1.30
30,001 + Visits        $5.33          5,000 + Units         $2.67

COMPUTER                              COMPUTER
0 - 30,000             $1.00          0 - 5,000 Units       $0.50
30,001 + Visits        $0.67          5,000 +               $0.33

TOTAL                                 TOTAL
0 - 30,000 Visits      $9.00          0 - 5,000 Units       $5.00
30,001 + Visits        $6.00          5,001 + Units         $3.00