<PAGE>
 
                                                                   EXHIBIT 10.28

                                                    FOR SETTLEMENT PURPOSES ONLY


                       TERMINATION AND RELEASE AGREEMENT
                       ---------------------------------

     THIS TERMINATION AND RELEASE AGREEMENT (the "Agreement") dated as of
September 3, 1997, by and among GranCare, Inc., a Delaware corporation
("GranCare"), Manor Care, Inc., a Delaware corporation ("Manor Care"), Vitalink
Pharmacy Services, Inc., a Delaware corporation ("Vitalink;" together with Manor
Care and GranCare, referred to collectively herein as the "Transaction
Parties"), and, solely for the purpose of making the representations and
warranties set forth in Section 7 hereof and obtaining and granting the release
contained in Section 8 hereof, Apollo Management, L.P., a Delaware limited
partnership ("Apollo") and Living Centers of America, Inc., a Delaware
corporation ("LCA").

                             W I T N E S S E T H:
                             ------------------- 

     WHEREAS, in connection with the consummation of the transactions
contemplated by that certain Amended and Restated Agreement and Plan of
Distribution dated as of September 3, 1996 (the "Distribution Agreement") and
that certain Amended and Restated Agreement and Plan of Merger dated as of
September 3, 1996 (the "Vitalink Merger Agreement"), GranCare, Vitalink and
Manor Care executed and delivered a Non-Competition Agreement, dated as of
February 12, 1997 (the "Non-Competition Agreement");

     WHEREAS, GranCare desires to obtain the flexibility to pursue such
strategic initiatives as it may determine from time to time to present the best
alternatives then available to GranCare free from the limitations that Vitalink
has asserted are imposed by the Non-Competition Agreement; and
<PAGE>
 
     WHEREAS, the Transaction Parties desire to terminate the Non-Competition
Agreement on the terms and subject to the conditions contemplated by this
Agreement.

     NOW THEREFORE, in consideration of the premises and covenants set forth
herein, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, do hereby agree as follows:

     Section 1.  As of the Closing Date (as defined below), the Non-Competition
     ----------                                                                
Agreement shall be terminated and have no further force and effect with respect
to any of the Transaction Parties.

     Section 2.  At the Closing (as defined below) of the transactions
     ----------                                                       
contemplated by this Agreement, GranCare shall pay to Vitalink and Manor Care,
in cash by wire transfer of immediately available funds, the sums of $18,500,000
and $500,000, respectively (collectively, the "Termination Fee") in
consideration of the cancellation and termination of the Non-Competition
Agreement.

     Section 3.  In recognition of the intention of the Transaction Parties to
     ----------                                                               
terminate the Non-Competition Agreement as of the Closing Date, the Transaction
Parties will, concurrently with the execution of this document, execute
stipulations and proposed orders in the forms attached hereto as Schedule 3.1
which orders will, inter alia, vacate the preliminary injunction issued in the
Litigation (as defined in Section 8 hereof), and the stipulation and order to be
filed in the Court of Chancery for the State of Delaware (the "Chancery Court
Stipulation") will provide that GranCare will not consummate the LCA
Transactions (as defined in the Chancery Court Stipulation) in their present or
any alternative form except contemporaneously with or subsequent to the payment
of the Termination Fee as contemplated by this Agreement.  The Transaction
Parties shall use commercially reasonable efforts to secure the entry of such
orders.  

                                      -2-
<PAGE>
 
Nothing in this Agreement or the proposed Chancery Court Stipulation
shall constitute a waiver by LCA or Apollo of any rights with respect to
GranCare conferred upon them by the GranCare Merger Agreement (as defined in the
Proxy Statement/Prospectus (as defined below)).

     Section 4.  In furtherance of the reciprocal obligations of GranCare and
     ----------                                                              
Vitalink pursuant to Article IV of the Distribution Agreement, following the
Closing, GranCare and Vitalink will cooperate fully with each other in
completing any audits and/or the preparation of any necessary filings regarding
prior financial or fiscal periods.  Such cooperation shall include, but is not
limited to, GranCare requesting (if so requested by Vitalink) Ernst & Young to
perform audit work for Vitalink at Vitalink's expense.  The foregoing agreement
shall be subject at times to the other provisions of the Distribution Agreement.

     Section 5.  The consummation of the transactions contemplated hereby (the
     ----------                                                               
"Closing") shall occur at the offices of Powell, Goldstein, Frazer & Murphy LLP,
or at such other location as the Transaction Parties may agree, on such date as
GranCare shall select following the fulfillment or waiver of all conditions to
such Closing; provided, however, that in no event shall the Closing be effective
(the "Closing Date") later than the first to occur of either the Effective Time
of the Mergers (as defined in Amendment No. 2 to the Joint Proxy
Statement/Prospectus of GranCare and LCA (the "Proxy Statement/Prospectus")) or
July 31, 1998.

     Section 6.  The obligation of the Transaction Parties to consummate the
     ----------                                                             
transactions contemplated by this Agreement is subject only to the fulfillment
or waiver of the following conditions:

          (i)    The waiver or fulfillment of all of the conditions to the
                 consummation of the LCA Transactions in the form described in
                 the Proxy Statement/Prospectus or any alternative form. This
                 condition may be waived by GranCare in its sole discretion.

                                      -3-
<PAGE>
 
          (ii)   The waiver or fulfillment of all of the conditions to the
                 termination of that certain Shareholders Agreement, dated as
                 of February 12, 1997, by and between Manor Care and Vitalink.
                 This condition may be waived by Manor Care in its sole
                 discretion.

     Section 7.  The parties hereto do hereby represent and warrant as follows:
     ----------                                                                

          (i)    Manor Care is duly organized, validly existing and in good
                 standing under the laws of the State of Delaware and has the
                 requisite corporate power and authority to carry on its
                 business as now being conducted. Manor Care has the requisite
                 corporate power and authority to enter into this Agreement and
                 consummate the transactions contemplated hereby. The execution
                 and delivery of this Agreement by Manor Care and the
                 consummation of the transactions contemplated hereby have been
                 duly authorized by all necessary corporate action on the part
                 of Manor Care. This Agreement has been duly executed and
                 delivered by Manor Care and constitutes a valid and binding
                 obligations of Manor Care enforceable against Manor Care in
                 accordance with its terms.

          (ii)   Vitalink is duly organized, validly existing and in good
                 standing under the laws of the State of Delaware and has the
                 requisite corporate power and authority to carry on its
                 business as now being conducted. Vitalink has the requisite
                 corporate power and authority to enter into this Agreement and
                 consummate the transactions contemplated hereby. The execution
                 and delivery of this Agreement by Vitalink and the
                 consummation of the transactions contemplated hereby have been
                 duly authorized by all necessary corporate action on the part
                 of Vitalink. This Agreement has been duly executed and
                 delivered by Vitalink and constitutes a valid and binding
                 obligation of Vitalink enforceable against Vitalink in
                 accordance with its terms.

          (iii)  GranCare is duly organized, validly existing and in good
                 standing under the laws of the State of Delaware and has the
                 requisite corporate power and authority to carry on its
                 business as now being conducted. GranCare has the requisite
                 corporate power and authority to enter into this Agreement and
                 consummate the transactions contemplated hereby. The execution
                 and delivery of this Agreement by GranCare and the consummation
                 of the transactions contemplated hereby have been duly
                 authorized by all necessary corporate action on the part of
                 GranCare. This Agreement has been duly executed and delivered
                 by GranCare and constitutes a valid and binding obligation of
                 GranCare enforceable against GranCare in accordance with its
                 terms.

          (iv)   Apollo is duly organized, validly existing and in good standing
                 under the laws of the State of Delaware and has the requisite
                 power and authority 

                                      -4-
<PAGE>
 
                 under its organizational documents to carry on its business as
                 now being conducted. Apollo has the requisite power and
                 authority to enter into this Agreement solely for the purpose
                 of granting and obtaining the release contained in Section 8
                 hereof. The execution and delivery of this Agreement by Apollo
                 and the granting of the release contemplated hereby have been
                 duly authorized by all necessary action on the part of Apollo.
                 This Agreement has been duly executed and delivered by Apollo
                 and constitutes a valid and binding obligation of Apollo
                 enforceable against Apollo in accordance with its terms.

          (v)    LCA is duly organized, validly existing and in good standing
                 under the laws of the State of Delaware and has the requisite
                 corporate power and authority to carry on its business as now
                 being conducted. LCA has the requisite corporate power and
                 authority to enter into this Agreement solely for the purpose
                 of granting and obtaining the release contained in Section 8
                 hereof. The execution and delivery of this Agreement by LCA and
                 the granting of the release contemplated hereby have been duly
                 authorized by all necessary corporate action on the part of
                 LCA. This Agreement has been duly executed and delivered by LCA
                 enforceable against LCA in accordance with its terms.

     Section 8.  Effective as of the Closing Date, and simultaneously with the
     ----------                                                               
payment of the Termination Fee, each of GranCare, Apollo and LCA, as one party,
and Manor Care and Vitalink, as the other party, do hereby settle, release and
discharge the other party; the other party's past or present officers,
directors, employees, partners, principals, counsel, investment bankers, agents,
controlling persons, if any; the other party's past or present affiliates; and
the other party's past and present affiliates' respective past or present
officers, directors, employees, partners, principals, counsel, investment
bankers, agents, controlling persons, if any, (but nothing herein shall
constitute a release or waiver of any claims by GranCare, Apollo and LCA against
one another) of and from any and all manner of claims, actions or proceedings of
any nature which have been, could have been, or could be brought in any local,
state or federal court, administrative agency or other tribunal, including but
not limited to, those arising under common law, federal law, or state statutory
law, including the state and federal securities laws, in law or in equity,
suits, debts, liens, contracts, agreements, promises, liability, claims,
demands, 

                                      -5-
<PAGE>
 
damages, loss, cost or expense, of any nature whatsoever, known or unknown,
fixed or contingent, including all claims for incidental, consequential,
punitive or exemplary damages or other equitable relief (including injunctive
relief) arising out of any of the foregoing, which each now has or may hereafter
have against any of the foregoing, by reason of any matter, cause or thing
whatsoever from the beginning of time to the date hereof, arising out of or
relating to the Non-Competition Agreement, including, without limitation, in the
case of the Transaction Parties, any claims and causes of action that were or
could have been asserted by any or all of them against any or all of the other
Transaction Parties directly related to or arising out of the Non-Competition
Agreement, including claims or causes of action that were or could have been
asserted in that certain litigation commenced by Manor Care and Vitalink in the
Court of Chancery in and for the County of New Castle, State of Delaware,
entitled Vitalink Pharmacy Services, Inc. and Manor Care, Inc. v. GranCare, Inc.
         -----------------------------------------------------------------------
f/k/a New GranCare, Inc., Civil Action No. 15744, and all proceedings before the
-------------------------
Court of Chancery of the State of Delaware and the Supreme Court of the State of
Delaware (collectively, the "Litigation"), and, in the case of Apollo and LCA,
any claims that could have been asserted by either or both of them against Manor
Care and/or Vitalink, or by Manor Care and/or Vitalink against Apollo or LCA
arising out of or relating to the Litigation or the actions of any released
party in connection therewith or the actions of Apollo or LCA in connection with
the various proposed transactions described in the Proxy Statement/Prospectus,
except claims and causes of action arising out of or relating to any breach of
------
or failure to perform any obligation under this Agreement or any document or
instrument delivered pursuant to or in connection with this Agreement. For
purposes of this Agreement, the term "affiliates" shall have the meaning as
defined in Rule 12b-2 under the Securities Exchange Act of 1934. Nothing herein
shall constitute a release or termination of any 

                                      -6-
<PAGE>
 
written contract among the parties hereto other than the Non-Competition
Agreement or a release by any party of any claims by such party against such
party's own employees, officers and directors.

     Section 9.   At the Closing, the Transaction Parties shall execute and
     ----------                                                           
deliver any agreements and other documents contemplated by this Agreement
necessary to give effect to the consummation of the transactions contemplated
hereby and GranCare shall pay to Vitalink and Manor Care the Termination Fee.
Effective as of the Closing Date, Manor Care, Vitalink and GranCare, in
recognition of the termination and discharge of the Non-Competition Agreement,
shall take action as shall be necessary to dismiss with prejudice the
Litigation.

     Section 10.  This Agreement shall be governed by the laws of the State of
     -----------                                                              
Delaware (regardless of the law that might otherwise govern under applicable
Delaware principles of conflicts of law) as to all matters, including but not
limited to matters of validity, construction, effect, performance and remedies.

     Section 11.  This Agreement shall be binding on and inure to the benefit of
     -----------                                                                
the parties hereto and their respective legal representatives, successors and
assigns including, without limitation, any successor by operation of law to any
of such parties.  Nothing in this Agreement, expressed or implied, is intended
to confer on any persons other than the parties hereto or their respective
successors and assigns, any rights, remedies, obligations or liabilities under
or by reason of this Agreement.

     Section 12.  In case any one or more of the provisions contained in this
     -----------                                                             
Agreement should be invalid, illegal or unenforceable in any respect against a
party hereto, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be 

                                      -7-
<PAGE>
 
affected or impaired thereby and such invalidity, illegality or unenforceability
shall only apply as to such party in the specific jurisdiction where such
judgment shall be made.

     Section 13.  All notices and other communications hereunder shall be in
     -----------                                                            
writing and shall be deemed to have been duly given when delivered in person, by
facsimile transmission with confirmation of receipt, or by registered or
certified mail (postage prepaid, return receipt requested) to the respective
parties as follows:

     If to GranCare:

     GranCare, Inc.
     One Ravina Drive, Suite 1500
     Atlanta, Georgia  30346
     Attention:  General Counsel

     If to Manor Care:

     Manor Care, Inc.
     11555 Darnestown Road
     Gaithersburg, Maryland  20878
     Attention:  General Counsel

     If to Vitalink:

     Vitalink Pharmacy Services, Inc.
     1250 E. Diehl Road
     Naperville, Illinois  60563
     Attention:  General Counsel

     If to Apollo:

     c/o Apollo Management, L.P.
     1999 Avenue of the Stars, Suite 1900
     Los Angeles, California  90067
     Attention:  Peter P. Copses

     If to LCA:

     Living Centers of America, Inc.
     15415 Katy Freeway, Suite 800
     Houston, Texas  77094
     Attention:  General Counsel

                                      -8-
<PAGE>
 
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above
(provided that notice of any change of address shall be effective only upon
receipt thereof).

     Section 14.  This Agreement may be executed in two or more counterparts,
     -----------                                                             
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

     Section 15.  This Agreement may be amended, modified or supplemented only
     -----------                                                              
with the written agreement of GranCare, Vitalink and Manor Care and, with
respect to any amendments to Section 7 or Section 8 hereof, the written
agreement of Apollo and LCA.


                [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                      -9-
<PAGE>
 
     IN WITNESS WHEREOF, the parties hereto have executed this Termination and
Release Agreement as of the date first written above.
     
                              MANOR CARE, INC.


                              By: /s/ Stewart Bainum, Jr.
                                  ------------------------------
                                    Stewart Bainum, Jr.
                                    Chief Executive Officer


                              VITALINK PHARMACY SERVICES, INC.


                              By: /s/ Donna L. DeNardo
                                  ------------------------------
                                    Donna L. DeNardo
                                    President


                              GRANCARE, INC.


                              By: /s/ M. Scott Athans
                                 -------------------------------- 
                                    M. Scott Athans
                                    Chief Executive Officer

     The undersigned has executed this Termination and Release Agreement solely
for the purpose of making the representations and warranties set forth in
Section 7 and obtaining and granting the release contained in Section 8
hereinabove.

                              APOLLO MANAGEMENT, L.P.
                              By:  AIF Management, Inc.
                              Its:   General Partner


                              By:/s/ Peter P. Copses
                                 ----------------------------
                                  Name:  Peter P. Copses
                                  Title: Vice President

                                      -10-
<PAGE>
 
     IN WITNESS WHEREOF, the parties hereto have executed this Termination and
Release Agreement as of the date first written above.

                              MANOR CARE, INC.


                              By:_____________________________
                                    Stewart Bainum, Jr.
                                    Chief Executive Officer


                              VITALINK PHARMACY SERVICES, INC.


                              By:_____________________________
                                    Donna L. DeNardo
                                    President


                              GRANCARE, INC.


                              By:_____________________________
                                    M. Scott Athans
                                    Chief Executive Officer

     The undersigned has executed this Termination and Release Agreement solely
for the purpose of making the representations and warranties set forth in
Section 7 and obtaining and granting the release contained in Section 8
hereinabove.

                              APOLLO MANAGEMENT, L.P.
                              By:  AIF Management, Inc.
                              Its:   General Partner


                              By:_____________________________
                                  Name:
                                  Title:

                                      -11-
<PAGE>
 
     IN WITNESS WHEREOF, the parties hereto have executed this Termination and
Release Agreement as of the date first written above.

                              MANOR CARE, INC.


                              By:_________________________________________
                                    Stewart Bainum, Jr.
                                    Chief Executive Officer


                              VITALINK PHARMACY SERVICES, INC.


                              By:_________________________________________
                                    Donna L. DeNardo
                                    President


                              GRANCARE, INC.


                              By:_________________________________________
                                    M. Scott Athans
                                    Chief Executive Officer

     The undersigned has executed this Termination and Release Agreement solely
for the purpose of making the representations and warranties set forth in
Section 7 and obtaining and granting the release contained in Section 8
hereinabove.

                              APOLLO MANAGEMENT, L.P.
                              By:  AIF Management, Inc.
                              Its: General Partner



                              By:_________________________________________
                                  Name:
                                  Title:

                                      -12-
<PAGE>
 
     The undersigned has executed this Termination and Release Agreement solely
for the purpose of making the representations and warranties set forth in
Section 7 and obtaining and granting the release contained in Section 8
hereinabove.

                                   LIVING CENTERS OF AMERICA, INC.


                                   By: /s/ Edward Kuntz
                                      ------------------------------   
                                      Edward Kuntz
                                      Chief Executive Officer

                                      -13-
<PAGE>
 
                                                                    SCHEDULE 3.1



                 IN THE SUPREME COURT OF THE STATE OF DELAWARE


GRANCARE, INC.                )
                              )
          Defendant Below-    )
          Appellant,          )
                              )
          v.                  )          No. 342,  1997
                              )
VITALINK PHARMACY SERVICES,   )
INC. and MANOR CARE, INC.     )
                              )
          Plaintiffs Below-   )
          Appellees.          )


                             STIPULATION AND ORDER
                             ---------------------

     WHEREAS, on June 17, 1997, plaintiffs Manor Care, Inc. ("Manor Care") and
Vitalink Pharmacy Services, Inc. ("Vitalink") initiated an action in the Court
of Chancery seeking to enjoin certain transactions (the "LCA Transactions")
among defendant GranCare, Inc. ("GranCare") and non-parties Living Centers of
America, Inc. and Apollo Management, L.P. as set forth in the Joint Proxy
Statement/Prospectus of GranCare and LCA, draft of August 27, 1997 (the "LCA
Transactions");

     WHEREAS, on August 8, 1997, the Court of Chancery entered an order (the
"Preliminary Injunction Order") preliminarily enjoining GranCare from
consummating the LCA Transactions in their present or any alternative form;

     WHEREAS, the Court of Chancery certified the Preliminary Injunction Order
for interlocutory appeal by order dated August 8, 1997;
<PAGE>
 
     WHEREAS, on August 15, 1997, this Court accepted GranCare's interlocutory
appeal and set a schedule for briefing and oral argument; and

     WHEREAS, on August __, 1997, GranCare, Vitalink and Manor Care executed a
termination and release agreement which provided for, among other things, (i)
dismissal of GranCare's interlocutory appeal and (ii) vacatur of the Preliminary
Injunction Order.

     IT IS HEREBY STIPULATED by the parties, subject to the approval of the
Court, that GranCare's interlocutory appeal is dismissed.

OF COUNSEL:

                                   __________________________________
James A. Laurenson                 Martin P. Tully
Susan V. Belanger                  Morris, Nichols, Arsht & Tunnell
Arter & Hadden                     1201 North Market Street
925 Euclid Avenue                  P.O. Box 1347
Suite 1100                         Wilmington, Delaware 19899
Cleveland, Ohio 44115              (302) 658-9200
(216) 696-1100                          Attorneys for Vitalink
                                        Pharmacy Services, Inc.
 
 
 
                                   __________________________________
Laurence A. Silverman              Bruce M. Stargatt
Kevin J. Burke                     Bruce L. Silverstein
Daniel L. Cantor                   James P. Hughes, Jr.
Cahill Gordon & Reindel            Young, Conaway, Stargatt & Taylor
  (a partnership including a       P.O. Box 391
professional corporation           Wilmington, Delaware 19899
80 Pine Street                     (302) 571-6600
New York, New York 10005               Attorneys for Manor Care,
(212) 701-3000                         Inc.

                                      -2-
<PAGE>
 
                                   __________________________________
William W. Maycock                 Allen M. Terrell, Jr.
Jason S. Bell                      Jesse A. Finkelstein
Smith, Gambrell & Russell          Raymond J. DiCamillo
1230 Peachtree Street, N.E.        Richards, Layton & Finger
Suite 3100, Promendade II          One Rodney Square
Atlanta, Georgia 30309-3592        P.O. Box 551
(404) 815-3500                     Wilmington, Delaware 19899
                                   (302) 658-6541
                                        Attorneys for Defendant
                                        Below-Appellant



SO ORDERED this ____ day
Of _________________, 1997.


_____________________________
Justice

                                      -3-
<PAGE>
 
               IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                         IN AND FOR NEW CASTLE COUNTY


VITALINK PHARMACY SERVICES,                  )
INC., a Delaware corporation, and MANOR      )
CARE, INC., a Delaware corporation,          )
                                             )
                    Plaintiffs,              )
                                             )
          v.                                 )    C.A. No. 15744
                                             )
GRANCARE, INC., a Delaware                   )
corporation, f/k/a NEW GRANCARE, INC.        )
                                             )
                    Defendant.               )


                             STIPULATION AND ORDER
                             ---------------------

     WHEREAS, on June 17, 1997, plaintiffs Manor Care, Inc. ("Manor Care") and
Vitalink Pharmacy Services, Inc. ("Vitalink") initiated this action seeking to
enjoin certain transactions among defendant GranCare, Inc. ("GranCare") and non-
parties Living Centers of America, Inc. ("LCA") and Apollo Management, L.P. as
set forth in the Joint Proxy Statement/Prospectus of GranCare and LCA, draft of
August 27, 1997 (the "LCA Transactions");

     WHEREAS, on August 8, 1997, this Court entered an order (the "Preliminary
Injunction Order") preliminarily enjoining GranCare from consummating the LCA
Transactions in their present or any alternative form;

     WHEREAS, this Court certified the Preliminary Injunction Order for
interlocutory appeal by order dated August 8, 1997;

     WHEREAS, on August 15, 1997, the Supreme Court accepted GranCare's
interlocutory appeal and set a schedule for briefing and oral argument;
<PAGE>
 
     WHEREAS, on August __, 1997, GranCare, Vitalink and Manor Care executed a
termination and release agreement (the "Termination Agreement") which provided
for, among other things, (i) dismissal of GranCare's interlocutory appeal and
(ii) vacatur of the Preliminary Injunction Order; and

     WHEREAS, the Supreme Court dismissed GranCare's interlocutory appeal by
order dated August __, 1997, pursuant to the stipulation of the parties.

     IT IS HEREBY STIPULATED by the parties, subject to the approval of the
Court, that:

     1.   The Preliminary Injunction Order is vacated.

     2.   Manor Care and Vitalink are released from all obligations under the
bond on preliminary injunction filed with the Court on August 11, 1997 (the
"Bond").

     3.   The security for the Bond held by the law firm of Morris, Nichols,
Arsht & Tunnell in an interest-bearing escrow account at Wilmington Trust
Company shall be returned forthwith in its entirety to Vitalink.

     4.   GranCare will not consummate the LCA Transactions in their present or
any alternative form except contemporaneously with or subsequent to the
completion of the transactions contemplated by the Termination Agreement.

OF COUNSEL:
                                   __________________________________ 
James A. Laurenson                 Martin P. Tully
Susan V. Belanger                  A. Gilchrist Sparks, III
Arter & Hadden                     Morris, Nichols, Arsht & Tunnell
925 Euclid Avenue                  1201 North Market Street
Suite 1100                         P.O. Box 1347
Cleveland, Ohio 44115              Wilmington, Delaware 19899
(216) 696-1100                     (302) 658-9200
                                     Attorneys for Plaintiff Vitalink Pharmacy
                                     Services, Inc.

                                      -2-
<PAGE>
 
                                   __________________________________ 
Laurence A. Silverman              Bruce M. Stargatt
Kevin J. Burke                     Bruce L. Silverstein
Daniel L. Cantor                   James P. Hughes, Jr.
Cahill Gordon & Reindel            Young, Conaway, Stargatt & Taylor
(a partnership including a         Rodney Square North, P.O. Box 391
professional corporation)          Wilmington, Delaware 19899
80 Pine Street                     (302) 571-6600
New York, New York 10005           Attorneys for Plaintiff Manor Care, Inc.
(212) 701-3000


                                   __________________________________
William W. Maycock                 Allen M. Terrell, Jr.
Jason S. Bell                      Jesse A. Finkelstein
Smith, Gambrell & Russell          Raymond J. DiCamillo
1230 Peachtree Street, N.E.        Richards, Layton & Finger
Suite 3100, Promenade II           One Rodney Square
Atlanta, Georgia 30309-3592        P.O. Box 551
(404) 815-3500                     (302) 658-6541
                                   Wilmington, Delaware 19899
                                   Attorneys for Defendant



SO ORDERED this ___ day
Of _______________, 1997.


______________________________ 
Vice Chancellor

                                      -3-