December 10, 1997


Mr. Kenneth J. Jankowski
3276 Wyndwicke Drive
St. Joseph, MI  49085

Dear Ken:

It is  indeed  a  pleasure  to  confirm  NovaCare  Employee  Services'  offer of
employment and your acceptance to become Senior Vice President/Chief Information
Officer.  The  management  team is very pleased that someone of your stature and
experience will be helping shape our future. Equally important,  we believe that
you will  contribute in a significant  way to the building of a culture based on
values.  Your experience,  leadership and  accomplishments are important to this
decision, and we look forward to your contributions and much success together.

The offer of employment is as follows:

     Base Salary - Your  employment  will begin on January 5, 1998 and you will
     be paid $5,769.23 on a bi-weekly  basis,  as that is our method of payment.
     This  annualizes  to a base salary of $150,000.  You will be eligible for a
     salary review on January 5, 1999.

     Incentive  Opportunity  - You  will  be  eligible  to  participate  in the
     NovaCare Employee Services  Incentive  Compensation Plan as approved by the
     Compensation  Committee  of  the  Board  of  Directors  (the  "Compensation
     Committee").  Your  opportunity  will  be 35% of  your  base  salary.  This
     incentive  will be based on  performance  against  objectives  that you and
     Loren will negotiate. Bonuses are normally distributed after the end of the
     fiscal year. Your first bonus, prorated for the time you are employed, will
     be payable  after the end of the 1998 fiscal  year,  provided you are still
     employed  by  NCES  at  that  time.  An  incentive  plan  document  will be
     forthcoming.

     Equity - You will  receive an initial  stock  option grant of 65,000 stock
     options subject to approval of the Compensation Committee.  This grant will
     vest in five equal  installments  of 20% each based on the following  stock
     appreciation schedule:

                                    $12.00           20%
                                    $14.00           40%
                                    $16.00           60%
                                    $18.00           80%
                                    $20.00           100%



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     Thereafter,  you will be  eligible  to  participate  in  NovaCare  Employee
     Services  Stock Option Plan and may receive grants at the discretion of the
     Board of Directors.

     Officer  Status - You will be  elected an  Officer  of  NovaCare  Employee
     Services, subject to the approval of the Board of Directors.

     Supplemental  Benefits Plan - You will  participate in the NovaCare,  Inc.
     Supplemental Benefits Plan as a Level I executive,  or in a comparable plan
     established by NovaCare Employee Services, Inc. A brochure is enclosed that
     more fully describes this plan.

     Benefits - You will be eligible to participate in any and all of the group
     benefit plans that NovaCare  Employee  Services offer. You will be entitled
     to three weeks of paid time off.

     Relocation  Benefits - NovaCare  Employee  Services will reimburse you for
     reasonable and customary expenses  associated with the sale of your current
     residence and the purchase of a home in the  Philadelphia  area.  These are
     typically as follows:

                       Househunting - two trips;
                       Temporary living for 30 days;
                       Movement of household goods;
                       Home sale including realtor's  commission of up to 6% and
                       standard  closing costs;  Home purchase  standard closing
                       costs;  Carrying  costs for  second  residence  for up to
                       three  months;  A  one-time  payment  of  $10,000,   less
                       applicable  taxes,  to recognize  standard and reasonable
                       expenses associated with the start-up of a new home.

     All  relocation-related  monies (except wages) provided to the employee are
     considered to be a loan to be repaid by the employee unless forgiven by the
     Company.   An  agreement   stipulating  the  terms  is  enclosed  for  your
     information.

     Non-Compete and Confidentiality Agreement - Restrictions.  You acknowledge
     that the services to be rendered by you to NovaCare  Employee  Services are
     of  a  special  and  unique  character.  That  knowledge  will  give  us  a
     competitive advantage and could be used to our significant detriment by our
     competitors.  Therefore,  in order to induce NovaCare  Employee Services to
     enter  into  this  Agreement,  and  in  consideration  of  your  employment
     hereunder, you agree, for the benefit of NovaCare Employee Services and its
     affiliates,  that you will not,  during the period of your  employment with
     NovaCare  and  for  one  (1)  year  thereafter  commencing  on the  date of
     termination of your employment with NovaCare Employee Services:



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     (a)  engage,  directly or  indirectly,  whether as  principal,  consultant,
     employee, officer, director,  partner, agent, stockholder,  limited partner
     or other  investor  (other  than an  investment  of (i) not more  than five
     percent (5%) of the stock or equity of any corporation the capital stock of
     which is  publicly  traded or (ii) not more than five  percent  (5%) of the
     ownership interest of any partnership or other entity) or otherwise, within
     the United  States of America,  with any firm or person in any  activity or
     business venture which is in competition with any line or lines of business
     being conducted by NovaCare  Employee Services or any affiliate of NovaCare
     Employee Services.

     (b) solicit or entice or  endeavor to solicit or entice away from  NovaCare
     Employee Services or any affiliate of NovaCare Employee Services or employ,
     directly or indirectly, any person who was an employee of NovaCare Employee
     Services  or of any  affiliate  of NovaCare  Employee  Services at any time
     during  the  one-year  period  ending  on the date of  termination  of your
     employment with NovaCare Employee Services,  either for your own account or
     for any individual,  firm or corporation,  whether or not such person would
     commit any breach of his  contract of  employment  by reason of leaving the
     service of NovaCare Employee  Services or its affiliates,  except that this
     restriction  shall not  apply in the case of any  person  whose  employment
     shall have been terminated by NovaCare Employee Services or its affiliates;
     or

     (c) The Employee shall, during the Employee's  employment with the Employer
     and  at  all  times  thereafter,   treat  all  confidential   material  (as
     hereinafter  defined) of the  Employer  or any other  member of the Company
     Group (as  hereinafter  defined)  confidentially.  The  Employee  shall not
     without  the  prior  written  consent  of the  President  of the  Employer,
     disclose such confidential material,  directly or indirectly, to any party,
     who at the  time of such  disclosure  is not an  employee  or  agent of any
     member of the Company Group, or remove from the premises of the Employer or
     any  other  member of the  Company  Group  any  notes or  records  relating
     thereto,   copies  to  facsimiles  thereof  (whether  made  by  electronic,
     electrical,  magnetic,  optical,  laser,  acoustic or other means),  or any
     other property of any member of the Company Group. The Employee agrees that
     all  confidential  material,  together  with all notes and  records  of the
     Employee  relating  thereto,  and all copies or  facsimiles  thereof in the
     possession of the Employee  (whether made by the foregoing or other means),
     are the exclusive  property of the Company Group. The Employee shall not in
     any manner use any confidential material of the Company Group, or any other
     property  of any member of the Company  Group,  outside of the scope of the
     Employee's duties and  responsibilities  under this Agreement or in any way
     that is detrimental to any member of the Company Group.

     (d) For the purpose  hereof,  the term  "confidential  material"  means all
     information in any way concerning  the  activities,  business or affairs of
     any member of the Company  Group or any of the  customers or clients of any
     member of the Company Group,  including,  without  limitation,  information
     concerning trade secrets, together with all sales and financial information
     concerning  any  member of the  Company  Group and any and all  information


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     concerning  projects in research and development or marketing plans for any
     products or projects of the Company Group,  and all  information in any way
     concerning the activities,  business or affairs of any of such customers or
     clients,  which is  furnished  to the Employee by any member of the Company
     Group or any of its agents,  customers or clients, or otherwise acquired by
     the Employee in the course of the Employee's  employment with the Employer;
     provided,  however, that the term "confidential material" shall not include
     information which (i) becomes generally  available to the public other than
     as a result of a  disclosure  by the  Employee,  (ii) was  available to the
     Employee  on a  non-confidential  basis  prior to his  employment  with any
     member of the Company Group or (iii) becomes available to the Employee on a
     non-confidential  basis from a source  other than any member of the Company
     Group or any of its  agents,  customers  and  clients,  provided  that such
     source is not bound by a  confidentiality  agreement with any member of the
     Company Group or any of such agents, customers or clients.

     You agree that if, in any proceeding,  the court or other authority refuses
     to enforce the confidentiality  and non-compete  covenants set forth herein
     because such covenants  cover too extensive a geographic area or too long a
     period of time, any such covenant will be deemed appropriately  amended and
     modified  in keeping  with the  intention  of the  parties,  to the maximum
     extent permitted by law.

     You  acknowledge  and  agree  that  the   confidentiality  and  non-compete
     covenants and  agreements  set forth herein are reasonable in all respects,
     and  necessary  in order to protect,  maintain  and  preserve the value and
     goodwill  of the  business  and  other  legitimate  business  interests  of
     NovaCare.  You  acknowledge and agree that the covenants and agreements set
     forth in this  Agreement  are a  material  reason  for the  payment  of the
     compensation and benefits provided for in this Agreement.

     In  the  event  of a  breach  or  threatened  breach  by  you of any of the
     confidentiality  and non-compete  provisions of this Agreement,  you hereby
     consent and agree that NovaCare will be entitled to prejudgment  injunctive
     relief or similar  equitable  relief,  designed to maintain  the status quo
     ante pending  arbitration  under this  Agreement,  as described  below,  by
     restraining you from committing or continuing any such breach or threatened
     breach or granting specific performance of any act required to be performed
     by you under this  Agreement,  without the  necessity of showing any actual
     damage or that only damages would not afford in adequate remedy and without
     the necessity of posting any bond or other security.  You hereby consent to
     the  jurisdiction of the federal courts located in the Eastern  District of
     Pennsylvania and the state courts  operating  within the geographical  area
     included in such District for any proceedings hereunder.

     Arbitration  - We will  attempt  amicably  to  resolve  disagreements  and
     disputes  hereunder by negotiation.  If the matter is not amicably resolved
     through  negotiation,  within  thirty (30) days after  written  notice from
     either party,  and controversy,  dispute or disagreement  arising out of or
     relating  to this  Agreement,  or the  breach  thereof,  will be subject to
     exclusive,  final and  binding  arbitration,  which  will be  conducted  in
     Philadelphia,  PA, in accordance  with the  J.A.M.S./Endispute  Alternative
     Dispute  Resolution  Services  Rules of Procedure for  Arbitration.  Either
     party may bring a court action to compel  arbitration  under this Agreement
     or to enforce an arbitration award.



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     Termination of Employment - If NovaCare Employee Services  terminates your
     employment  for any reason  other than due cause,  NovaCare  will provide a
     lump sum payment in accordance  with the severance  policy in place at that
     time. All other provisions of NovaCare Employee Services severance policies
     will apply in the event of your termination,  including the execution of an
     Agreement and General Release as a precondition  to any severance  payment.
     For  purposes  of this  agreement,  due  cause  means (a) any  willful  and
     continuing  failure to discharge your duties,  (b) gross  negligence in the
     performance of your duties, (c) conduct  detrimental to the Company, or (d)
     commission of a felony or any crime or offense  involving moral  turpitude.
     You  will  also  be  extended  Outplacement  Benefits  appropriate  for  an
     executive  of your level  through a vendor of NovaCare  Employee  Services'
     choice should you be terminated for any reason other than due cause.

     Your employment  relationship  with NovaCare  Employee Services is at will.
     Either you or NovaCare Employee Services may terminate that relationship at
     any time,  with or without notice.  You and the Company hereby  acknowledge
     that no express  or implied  commitment  or promise of  employment  for any
     period  of time  has  been  made,  and  that  the  at-will  nature  of this
     employment  relationship  may not be altered  hereafter,  except  through a
     written  agreement  signed by you and an  authorized  officer  on behalf of
     NovaCare Employee Services. This offer of employment is contingent upon the
     successful completion of references.

     These issues  represent the substantive  parts of the employment  offer. We
     have a dynamic  organization and a bright future. We are all delighted that
     you will be joining the team.  Please  acknowledge  your acceptance of this
     Agreement by signing the enclosed  copy of this letter and  returning it to
     me. If you have any  questions,  please  feel free to  contact  me at (610)
     650-4840 or (610) 286-7822 at my home.

     Welcome to NovaCare Employee Services!

     Sincerely,



     A.T. Locilento, Jr.


     cc: Loren J. Hulber
         Milton M. Wood

         Agreed and Accepted:


         By/s/Kenneth J. Janowski                          December 10, 1997
           ----------------------                        ----------------------
             Kenneth J. Jankowski                                 Date