SECOND AMENDED AND RESTATED STOCK PURCHASE AGREEMENT

     This  Agreement is made as of this 10th day of October, 1997, by and  among
Genesis  Health Ventures, Inc., a Pennsylvania corporation, and/or its  designee
pursuant to Section 9.2 hereof (the "Buyer"), The Multicare Companies,  Inc.,  a
Delaware  corporation, Concord Health Group, Inc., a Delaware  corporation,  and
Horizon  Associates,  Inc.,  a  West  Virginia  corporation  (collectively,  the
"Sellers"),  and  Horizon Medical Equipment and Supply, Inc.,  a  West  Virginia
corporation, Institutional Health Care Services, Inc., a New Jersey corporation,
Care4, L.P., a Delaware limited partnership, Concord Pharmacy Services, Inc.,  a
Pennsylvania  corporation,  Compass  Health  Services,  Inc.,  a  West  Virginia
corporation, and Encare of Massachusetts, Inc., a Delaware corporation  (each  a
"Company" and collectively, the "Companies").


                                   BACKGROUND

     WHEREAS,  the  Sellers and each of the Companies have agreed  to  sell  and
Buyer  has  agreed to purchase, all of the issued and outstanding capital  stock
and  limited  partnership interests, whichever is applicable,  of  each  of  the
Companies on the terms and conditions provided for in this Agreement.


                                    AGREEMENT

     NOW,   THEREFORE,  in  order  to  consummate  such  transactions   and   in
consideration  of  the mutual agreements set forth herein, the  parties  hereto,
intending to be legally bound, agree as follows:


                             ARTICLE 1.  DEFINITIONS

     Section  1.1     Definitions.  As used in this Agreement, unless  otherwise
defined  herein  or unless the context otherwise requires, the  following  terms
shall have the following meanings:

     "Agreement" means this Stock Purchase Agreement, all schedules  hereto  and
all amendments, modifications, and supplements hereto.

     "Buyer" is defined in the preamble hereto.

     "Closing" has the meaning specified in Section 2.2 hereof.
     "Closing Date" has the meaning specified in Section 2.2 hereof.

     "Company" or "Companies" is defined in the preamble hereto.

     "Encumbrance"  means  any  mortgage, claim, lien, pledge,  option,  charge,
security  interest or other similar interest, easement, judgment or imperfection
of title of any nature whatsoever.

     "Material  Adverse Effect" means any change or effect that would  or  would
reasonably  be  expected  to  materially  and  adversely  affect  the  financial
condition,  results of operations, assets or business of each of the  Companies,
the  each of the Sellers, or Buyer and its subsidiaries taken as a whole, as the
case may be.

     "Merger  Agreement" means the Merger Agreement, dated as of June 16,  1997,
by and among Genesis ElderCare Corp. (formerly known as Waltz Corp.), a Delaware
corporation,  Genesis  ElderCare  Acquisition Corp.  (formerly  known  as  Waltz
Acquisition  Corp.), a Delaware corporation, and The Multicare  Companies,  Inc.
pursuant to which Genesis ElderCare Acquisition Corp. shall merge with and  into
The Multicare Companies, Inc.

     "Purchase  Price" means Fifty Million Dollars ($50,000,000) to be  paid  by
Buyer  for the Shares in accordance with an allocation to be mutually determined
by the parties.

     "Sellers" is defined in the preamble hereto.

     "Shares" means all of the outstanding capital stock and limited partnership
interests, whichever is applicable, of each of the Companies.


                  ARTICLE 2.  SALE OF SHARES AND PURCHASE PRICE

     Section 2.1    Sale of Shares.   On the terms and subject to the conditions
set  forth  in  this Agreement, the Sellers shall cause the sale,  transfer  and
delivery  to  Buyer, and Buyer shall purchase, on the Closing Date,  all  right,
title and interest in and to all of the Shares.

     Section  2.2     Closing.   The closing of the purchase  and  sale  of  the
Shares (the "Closing") shall take place as soon as practicable after the closing
under the Merger Agreement at the offices of Blank Rome Comisky & McCauley,  One
Logan  Square, Philadelphia, Pennsylvania 19103, or at such other place as shall
be mutually agreeable to the parties hereto (which time and place are designated
as  the "Closing Date"), subject to the satisfaction or waiver of the conditions
specified  in  Article 6; provided, however, that if acceptable to the  parties,
the  Closing may be effected by facsimile transmission of executed copies of the
documents  (including  without  limitation, this  Agreement)  delivered  at  the
Closing  and  payment  of the purchase price specified in  Section  2.3  and  by
sending  original  copies of the documents (including without  limitation,  this
Agreement)  delivered  at the Closing by reputable overnight  delivery  service,
postage  or  delivery  charges prepaid, for delivery to  the  parties  at  their
respective  addresses set forth in Section 9.1 herein by the third business  day
following the Closing.
     Section  2.3    Purchase Price.  On the Closing Date, Buyer shall  pay  the
Purchase  Price   for the Shares.  Buyer shall pay the Purchase  Price,  against
delivery  of  the  certificates and the amended limited  partnership  agreement,
whichever  is  applicable,  for the Shares required  by  Section  2.4,  by  wire
transfer  of  immediately available funds to such accounts as the Sellers  shall
designate.  The parties agree to allocate the Purchase Price among the Shares in
a manner to be mutually determined by the parties.

     Section  2.4     Delivery  of  Certificates,  Amended  Limited  Partnership
Agreement.

               (i)   On  the  Closing Date, the Sellers and the Companies  shall
cause  to  be  delivered  to  Buyer certificates (with  respect  to  only  those
Companies that are corporations) evidencing all of the Shares, duly endorsed  in
blank  (or in such name as may be designated by Buyer), and accompanied by stock
powers  duly executed in blank (or in such name as may be designated by  Buyer),
in proper form to transfer all right, title and interest in and to all Shares to
Buyer.  Buyer shall have no obligation to purchase any of the Shares unless  the
Sellers and the Companies deliver certificates for all of the Shares.

               (ii)       On  the  Closing Date, the Sellers and  the  Companies
shall  cause  to be delivered to Buyer an amended limited partnership  agreement
(with  respect  to only those Companies that are limited partnerships)  stating,
among other things, that Buyer is the sole limited partner for the Company  that
is  a partnership on and as of the Closing Date.  Buyer shall have no obligation
to  purchase any of the Shares unless the Sellers and the Companies deliver such
amended limited partnership agreement.


                ARTICLE 3.  CERTAIN UNDERSTANDINGS AND AGREEMENTS

     Section 3.1    Conduct of Business.  From the date of this Agreement to the
Closing Date, the Companies shall, and the Sellers shall cause the Companies to,
conduct  their  operations  according to their  ordinary  and  usual  course  of
business,  to  preserve their business organization intact, keep  available  the
services of their officers and employees and maintain satisfactory relationships
with suppliers, customers and others having business relationships with them.

     Section    3.2      Pre-Closing   Access   to   Properties   and   Records;
Confidentiality.   Between the date hereof and the Closing Date,  the  Companies
shall,   and   the  Sellers  shall  cause  the  Companies  to,  give  authorized
representatives  of  Buyer,  reasonable  access  to  the  premises,  properties,
contracts,  books,  records and affairs of the Companies  (including  reasonable
access to the properties of the Companies for the purposes of conducting a Phase
1  environmental  assessment of such properties) and will cause  the  Companies'
officers  to  furnish  such financial, technical and operating  data  and  other
information pertaining to the Companies' businesses as Buyer shall from time  to
time reasonably request.

     Section 3.3    Reasonable Efforts.  Subject to the terms and conditions  of
this  Agreement,  each  party shall use all commercially reasonable  efforts  to
take, or cause to be taken, all actions necessary to consummate the transactions
contemplated  by this Agreement.  The parties shall cooperate with  one  another
(a)  in determining whether any action by or in respect of, or filing with,  any
governmental  authority  is  required, or any actions,  consents,  approvals  or
waivers  are  required  to be obtained from parties to  any  contracts  and  (b)
subject to the terms and conditions of this Agreement, in taking such actions or
making any such filings, furnishing information required in connection therewith
and  seeking to obtain in a timely fashion any such actions, consents  approvals
or waivers.

     Section 3.4    Notice of Certain Events.  The Companies and, to the  extent
known by it, the Sellers shall give notice to Buyer promptly of:

     (a)   any  notice of breach or default received subsequent to the  date  of
this Agreement, or any instrument or agreement to which the Companies or any  of
the Sellers is a party or by which it is bound; or

     (b)   any suit, action, proceeding or investigation instituted or,  to  the
Companies'  and the Sellers' knowledge, threatened against or affecting  any  of
the  Sellers or Companies subsequent to the date of this Agreement and prior  to
the Closing.

     Section  3.5     Section 338(h)(10) Election.  With respect to the  Buyer's
acquisition  of  the Shares pursuant to this Agreement, Buyer  and  the  Sellers
shall  jointly make a timely election under Section 338(h)(10) of  the  Internal
Revenue  Code of 1986, as amended (the "Code") (and any corresponding  elections
under   any   state  or  local  tax  laws)  (such  elections  being  hereinafter
collectively  referred  to  as the "338(h)(10) Election").   The  Sellers  shall
cooperate with Buyer and take such action as may be necessary to cause  each  of
the  Companies  to  cooperate with Buyer and take any and all action  reasonably
necessary  or  appropriate  (including filing such  forms,  returns,  elections,
schedules  and  other  documents as may reasonably be required)  to  effect  and
preserve  a timely 338(h)(10) Election in accordance with Code Section  338  and
the  applicable regulations thereunder.  The allocation of values to the  assets
of  the  Companies  shall  be in accordance with the  allocation  set  forth  in
Schedule D attached hereto.  Thereafter, Buyer and the Sellers shall report  the
sale  of the stock and other equity interests of the Companies pursuant to  this
Agreement in a manner which is consistent with the 338(h)(10) Election and shall
take  no  position contrary thereto or inconsistent therewith in any tax returns
in  any  discussion with or proceeding before any taxing authority or otherwise.
The  Sellers  will  pay  any  tax attributable to  the  making  of  the  Section
338(h)(10)  Election  and  arising out of a deemed sale  of  assets  as  of  the
Closing.

     Section  3.6     Adjustment of Assets.  It is the intention of the  parties
that  the  Companies comprise the institutional pharmacy services  companies  of
Multicare which have generated year to date annualized revenues of $82.3 million
and  EBITDAR of $13.4 million.  To the extent that (i) any of the Companies  are
not  included  in the institutional pharmacy services companies which  generated
such annualized revenues and EBITDAR or (ii) other entities owned by Seller  are
included  in  such  annualized revenues or EBITDAR but are  not  sold  to  Buyer
hereunder,  the parties agree to make appropriate adjustment of the assets  sold
hereunder.

     Section  3.7     Tax Adjustment.  To the extent that any taxes are  imposed
upon  Seller as a result of the sale of the Companies hereunder, Buyer will  pay
to  Seller  the amount of such taxes when Seller is required to pay such  taxes.
To  the  extent  that the sale of Companies hereunder generates  tax  losses  to
Seller,  Seller will pay to Buyer the tax savings realized from such tax  losses
when Seller receives the benefit from such tax losses.


               ARTICLE 4. CONDITIONS TO OBLIGATIONS OF EACH PARTY

     The  obligations of each party to consummate the transactions  contemplated
hereby shall be subject to the fulfillment, at or prior to the Closing Date,  of
the following conditions, each of which may be waived by the parties in writing:

     Section  4.1    No Action or Proceeding.  No claim, action, suit  or  other
proceeding  shall  be  pending or threatened by any public authority  or  person
before  any  court,  agency or administrative body which creates  a  substantial
likelihood   that  the  consummation  of  this  Agreement  or  the  transactions
contemplated hereby will be restrained, enjoined or otherwise prevented or  that
any  material damages will be recovered or other material relief obtained  as  a
result  of  the transactions contemplated hereby or as a result of any agreement
entered  into  in  connection  with,  or  as  a  condition  precedent  to,   the
consummation of the transactions contemplated hereby.

     Section 4.2    Compliance with Law.  No provision of any applicable law and
no  judgment,  injunction, order or decree shall prohibit  the  Closing.   There
shall  have  been  obtained any and all permits, approvals and consents  of  any
governmental  body  or  agency which Buyer or the Sellers  may  reasonably  deem
necessary  so  that  consummation  of  the  transactions  contemplated  by  this
Agreement  will  be in compliance in all material respects with  the  applicable
laws.

     Section  4.3     Hart-Scott-Rodino Requirements.  The waiting  periods  (as
such  may be extended by the governmental agencies involved) applicable  to  the
consummation of the transactions contemplated hereby under the provisions of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the  rules
thereunder  shall  have  expired  or have been  terminated  by  the  appropriate
governmental agency.

     Section  4.4.    Regulatory  Approvals.   Any  material  approval,  permit,
authorization,   consent  or  waiting  period  of  any  governmental   authority
applicable to (i) the purchase of all of the outstanding shares of common stock,
par  value $.01 per share, of Multicare at a purchase price of $28.00 per  share
(the  "Equity  Tender Offer"), (ii) the merger of Genesis ElderCare  Acquisition
Corp.  with  and  into  Multicare  (the "Merger")  pursuant  to  the  terms  and
conditions  of  the  Merger  Agreement or (iii) the ownership  or  operation  by
Multicare, Genesis ElderCare Corp. or Genesis Health Ventures, Inc. of all or  a
material portion of the business or assets of Multicare shall have been obtained
or  satisfied on terms satisfactory to Genesis ElderCare Corp. in its reasonable
discretion.


                             ARTICLE 5.  TERMINATION

     This  Agreement may be terminated at any time prior to the Closing Date  as
follows:

     (a)  by mutual consent in writing of the parties hereto;

     (b)   at any time on or prior to the Closing Date, by either the Buyer,  on
the  one hand, or the Companies and Sellers, on the other hand, as the case  may
be,  if the other party(ies) has, in any material respect, breached any covenant
or undertaking contained herein and such breach has not been cured within thirty
days.


                            ARTICLE 6.  MISCELLANEOUS

     Section  6.1     Notices.     All  notices,  requests,  demands  and  other
communications  hereunder  shall be in writing (including  telecopy  or  similar
writing) and shall be given:

               If to Buyer:

               Genesis Health Ventures, Inc.
               148 West State Street
               Kennett Square, Pennsylvania 19348
               Attention: Michael R. Walker
               Telephone: (610) 444-6350
               Facsimile: (610) 444-7438

               with a copy to:

               Blank Rome Comisky & McCauley
               One Logan Square
               Philadelphia, Pennsylvania  19103
               Attention: Stephen E. Luongo, Esq.
               Telephone:  (215) 569-5500
               Facsimile:  (215) 569-5555

               If to the Sellers or Companies:

               Genesis ElderCare Corp.
               148 West State Street
               Kennett Square, Pennsylvania 19348
               Attention: Michael R. Walker
               Telephone: (610) 444-6350
               Facsimile: (610) 444-7438


               with a copy to:

               Simpson Thacher & Bartlett
               425 Lexington Avenue
               New York, New York 10017-3954
               Attention: William E. Curbow, Esquire
               Telephone: (212) 455-2000
               Facsimile: (212) 455-2502

or  to such other address or telecopy number and with such other copies as  such
party may hereafter specify for the purpose of notice to the other party.   Each
such  notice, request, demand or other communication shall be effective  (a)  if
given  by  telecopy,  when such telecopy is transmitted to the  telecopy  number
specified in this Section and evidence of receipt is received or (b) if given by
any  other  means, upon delivery or refusal of delivery at the address specified
in this Section.

     Section  6.2     Assignability; Parties in Interest.  This Agreement  shall
not be assignable by any of the parties hereto, except that this Agreement shall
be  assignable in whole or in part by Buyer to any subsidiary or subsidiaries of
Buyer,  provided  that  no such assignment shall relieve  the  assignor  of  its
obligations  hereunder.  This Agreement shall inure to the  benefit  of  and  be
binding  upon  the parties hereto and their respective successors and  permitted
assigns.  Except as specifically referred to herein, this Agreement is  for  the
sole and exclusive benefit of the parties to this Agreement and their successors
and assigns and nothing in this Agreement is intended to confer, expressly or by
implication,  upon any other person any legal or equitable rights,  remedies  or
claims under or by reason of this Agreement.

     Section 6.3  Governing Law; Jurisdiction.  This Agreement shall be governed
by,  and construed and enforced in accordance with, the laws of the Commonwealth
of  Pennsylvania, without regard to conflicts of laws.  In any action between or
among  any  of the parties, whether arising out of this Agreement or  otherwise,
(a)  each of the parties irrevocably consents to the exclusive jurisdiction  and
venue  of  the  federal  and  state  courts  located  in  the  Commonwealth   of
Pennsylvania; (b) each of the parties irrevocably waives the right to  trial  by
jury;  (c)  each of the parties irrevocably consents to service  of  process  by
first  class certified mail, return receipt requested, postage prepaid,  to  the
address  at  which  such party is to receive notice in accordance  with  Section
11.1.

     Section   6.4       Counterparts.    This   Agreement   may   be   executed
simultaneously  in one or more counterparts, each of which shall  be  deemed  an
original, with the same effect as if the signatures thereto and hereto were upon
the  same  instrument.  This Agreement shall become effective  when  each  party
shall have received a counterpart signed by the other party.

     Section 6.5    Publicity.  The Sellers, the Companies and Buyer agree  that
press  releases  and  other  announcements  with  respect  to  the  transactions
contemplated  hereby  shall be subject to mutual agreement;  provided,  however,
that  Buyer  may make such announcements as in the opinion of its counsel,  such
party is required to make pursuant to comply with law or the requirements of any
stock  exchange or other applicable self-regulatory organization,  but  in  such
event Buyer shall, to the extent practicable, give the Sellers and the Companies
reasonable  prior  notice  and  an  opportunity  to  comment  on  the   proposed
announcement.

     Section 6.6    Complete Agreement.  This Agreement, the exhibits hereto and
the  schedules  and  documents delivered pursuant hereto or referred  to  herein
contain  the  entire agreement between the parties hereto with  respect  to  the
transactions  contemplated  herein  and  supersede  all  previous  negotiations,
commitments and writings.

     Section  6.7    Amendments and Waivers.  The parties hereto may (a)  extend
the  time  for the performance of any of the obligations or other  acts  of  the
parties hereto, (b) waive any inaccuracies in the representations and warranties
contained  in  this Agreement or in any or documents delivered pursuant  hereto,
(c)  waive compliance with any of the covenants or agreements contained in  this
Agreement  or (d) amend this Agreement, if and only, in the case of an extension
or  amendment, if such action is set forth in a written agreement signed by both
parties,  or,  in the case of a waiver, if such waiver is signed  by  the  party
against whom the waiver is to be effective.

     Section   6.8     Expenses.   Except  as  specifically  provided  in   this
Agreement, each party shall bear the expenses incurred by it in connection  with
the transactions contemplated by this Agreement.

     Section  6.9    Consents.  Notwithstanding anything herein to the contrary,
this  Agreement  shall  not  constitute an agreement  to  assign  any  contract,
license, lease, commitment or other arrangement if an attempted assignment would
constitute  a  breach thereof.  Whenever such consent is required,  the  Sellers
will  use  commercially reasonable efforts to cause such consents to be obtained
and  Buyer agrees to cooperate with the Sellers and to enter into any reasonable
arrangement designed to provide for Buyer the benefits under such contracts  and
agreements.

     Section  6.10    Interpretation.  The headings contained in this  Agreement
are  for reference purposes only and shall not affect in any way the meaning  or
interpretation of this Agreement.

     Section  6.11    Severability.  Any portion or provision of  the  Agreement
which is invalid, illegal or unenforceable in any jurisdiction shall, as to that
jurisdiction,  be  ineffective to the extent of such invalidity,  illegality  or
unenforceability,  without  affecting in  any  way  the  remaining  portions  or
provisions  hereof  in  such jurisdiction or, to the extent  permitted  by  law,
rendering  that  or  any  other portion or provision of the  Agreement  invalid,
illegal or unenforceable in any other jurisdiction.

     Section 6.12   Further Assurances.  Each party hereto agrees to execute any
and  all  documents  and  to perform such other acts  as  may  be  necessary  or
expedient  to  further  the  purposes of this  Agreement  and  the  transactions
contemplated hereby.

     Section  6.13.   Waiver.  The rights and remedies of the  parties  to  this
Agreement are cumulative and not alternative.  Neither the failure nor any delay
by  any  party in exercising any right, power, or privilege under this Agreement
or  the documents referred to in this Agreement will operate as a waiver of such
right, power, or privilege, and no single or partial exercise of any such right,
power,  or privilege will preclude any other or further exercise of such  right,
power, or privilege or the exercise of any other right, power, or privilege.

     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be  executed by their respective duly authorized officers as of the  date  first
above written.

GENESIS HEALTH VENTURES, INC.,              THE MULTICARE COMPANIES, INC.
or its designee

By:/s/  Michael  R.  Walker                  By:/s/  Michael  R.  Walker
Name: Michael R. Walker                      Name: Michael R. Walker
Title: Chairman and Chief Executive Officer  Title: Chairman and Chief
                                                    Executive Officer



CONCORD HEALTH GROUP, INC.                   HORIZON ASSOCIATES, INC.

By:/s/  Michael  R.  Walker                  By:/s/  Michael  R.  Walker
Name: Michael R. Walker                      Name: Michael R. Walker
Title: Chairman and Chief Executive Officer  Title: Chairman and Chief
                                                    Executive Officer



INSTITUTIONAL HEALTH CARE                    CARE4, L.P.
SERVICES, INC. Inc.,
                                             By: Institutional  Health  Care
                                                 Services, General Partner of
                                                 Care4, L.P.

By:/s/ Michael R. Walker                     By:/s/ Michael R. Walker
Name: Michael R. Walker                      Name: Michael R. Walker
Title: Chairman and Chief Executive Officer  Title: Chairman and Chief
                                                    Executive Officer


CONCORD PHARMACY SERVICES, INC.              COMPASS HEALTH SERVICES, INC.
By:/s/  Michael  R.  Walker                  By:/s/  Michael  R.  Walker
Name: Michael R. Walker                      Name: Michael R. Walker
Title: Chairman and Chief Executive Officer  Title: Chairman and Chief
                                                    Executive Officer




ENCARE OF MASSACHUSETTS, INC.                HORIZON MEDICAL EQUIPMENT
                                             AND SUPPLY, INC.
By:/s/ Michael R. Walker                     By:/s/ Michael R. Walker
Name: Michael R. Walker                      Name: Michael R. Walker
Title: Chairman and Chief Executive Officer  Title: Chairman and Chief
                                                    Executive Officer