EXHIBIT 10.31


                            EMPLOYMENT AGREEMENT


          EMPLOYMENT AGREEMENT (this "Agreement"), dated as of January 1,

1995, between The Multicare Companies, Inc., a Delaware corporation (the

"Company"), and Moshael J. Straus (the "Executive").

          The Company desires to employ the Executive, and the Executive

desires to accept such employm ent, on the term and conditions of this

Agreement.

          Certain terms used herein are defined in Section 11.1.

          NOW, THEREFORE, in consideration of the agreements and obligations

herein contained, the Company and the Executive hereby agree as follows:

          1.   EMPLOYMENT, DUTIES AND ACCEPTANCE.

               1.1  Employment by the Company.  The Company agrees to employ

the Executive for the Term (as defined in Section 2), to render full-time

services to the Company as its Chairman of the Board and Co-Chief Executive

Officer and to perform such duties commensurate with such office as the Board

of Directors of the Company (the "Board of Directors") shall reasonably

direct.

               1.2  Acceptance of Employment by the Executive.  The Executive

hereby accepts such employment and agrees to render the services described

above.  The Executive further agrees to accept election and to serve during

all or any part of the Term as a director of the Company and as an officer or

director of any subsidiary of the Company, without any compensation therefor

other than as specified in this Agreement, if elected to any such position.

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The Company will use its best efforts to cause the Executive to be elected as

a member of the Board of Directors and shall include him, during the Term, in

the management slate for election as a director at every stockholders meeting

at which his term as a director would otherwise expire.

          2.   TERM OF EMPLOYMENT.

               2.1  The term of the Executive's employment under this

Agreement (the "Term") shall commence on the date hereof and shall end on

December 31, 1999, unless earlier terminated pursuant to Section 4 hereof;

provided, that the Term shall automatically be extended for successive one-

year periods on each January 1, commencing January 1, 2000 unless timely

written notice of termination of the Term is provided in accordance with

Section 2.2.  Each one-year period commencing each January 1 during the Term

is referred to herein as an "Employment Year".

               2.2  The Company or the Executive may choose not to extend or

renew the Term of Executive's employment hereunder without cause or reason,

upon written notice to the other at least one hundred eighty (180) days prior

to any January 1 occurring after January 1, 1998.

          3.   COMPENSATION AND OTHER BENEFITS.

               3.1  Salary.  As compensation for services to be rendered

pursuant  to this Agreement, the Company agrees to pay the Executive, for

each Employment Year during the Term, an annual direct salary of $600,000 per

year (the "Annual Direct Salary").  The Annual Direct Salary shall be

reviewed by the Board of Directors on each anniversary of this Agreement and

<PAGE>                               2

shall be adjusted upwards as of each such anniversary.   In no event shall

the Annual Direct Salary be decreased from the Annual Direct Salary payable

for the immediately preceding year without the express written consent of the

Executive.

               3.2  Incentive Compensation.  The Executive shall prepare a

business plan establishing the financial and business goals of the Company

prior to the start of each fiscal year during the Term (the "Business Plan").

The Business Plan prepared by the Executive shall be reviewed promptly by the

Board of Directors, which may negotiate goals and performance expectations

with the Executive prior to adoption.  Upon adoption of the Business Plan,

the Board of Directors shall establish an incentive compensation opportunity

for the Executive under the Company's Key Employee Incentive Compensation

Plan (the "KEICP").  The Executive's KEICP opportunity shall provide an

incentive pay opportunity consistent with the practices of similar

organizations in rewarding their senior executives and shall be consistent

with past practice.  For 1995, the Executive's incentive for achieving

Expected Performance under the KEICP shall be 100% of the Executive's Annual

Direct Salary in effect on January 1, 1995; Threshold Performance shall be

70% of such Annual Direct Salary; and Outstanding Performance shall be 150%

of such Annual Direct Salary.  Any incentive award earned by the Executive

pursuant to the KEICP shall be paid to the Executive during the month of

December in the applicable fiscal year.

               3.3  Employee Benefit Plans.  The Executive shall be entitled

to participate in or receive benefits under all Company employment benefit

plans including, but not limited to, any pension, profit-sharing plan, stock

option or other equity award or participation plans, savings plan,

supplemental retirement income, medical or health-and-accident plan or

<PAGE>                               3

arrangement made available by the Company to its executives and key

management employees, subject to and on a basis consistent with the terms,

conditions and overall administration of such plans and arrangements.  The

Company shall also provide the Executive with the following minimum benefits:

                              (i)  Life Insurance:  the Company shall acquire

and maintain for the Executive a supplemental term life insurance policy with

a death benefit equal to at least five (5) times the Executive's then current

Annual Direct Salary to a maximum death benefit of $5,000,000.  The

Executive, or a valid trust established by the Executive, shall own such

policy and the Executive shall be liable for any income taxes due annually on

the reported income resulting from the Company's payment of annual premiums

during the Term.  In addition, the Company shall acquire and maintain for

Executive a term life insurance policy with a death benefit equal to $50

million to fund Executive's obligations under the Buy-Sell Agreement between

the Executive and Daniel E. Straus.  Both of these policies shall be, and

shall provide that they are, assumable by Executive at the termination or

expiration of the Term.  The Executive is permitted to be, and has the right

to name, the beneficiary under any of the foregoing policies.  The Company

shall indemnify and hold the Executive harmless from and against any federal,

state or local income tax imposed on the Executive as a result of the

provision by the Company of the policies set forth in this Section.  For the

purpose of determining the amount of any payment under the preceding

sentence, the Executive shall be deemed to pay federal income taxes at the

highest marginal rate of federal income taxation applicable to individuals in

the calendar year in which such indemnity payment is to be made, and state

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and local income taxes at the highest marginal rates of taxation applicable

to individuals as are in effect in the jurisdiction in which the Executive is

resident, net of the maximum reduction in federal income taxes that can be

obtained from deduction of such state and local taxes.

                              (ii) Disability Insurance:  In the event that

the Company's group long-term disability insurance policy benefit limit, if

any, does not permit the Executive to receive the 66.67% of income

replacement at the time of disability, or the Company does not at any time

during the Term maintain a group long-term disability insurance policy, the

Company shall make available a long-term disability insurance policy for the

Executive, which policy shall provide that in the event the Executive is

unable to perform his duties hereunder as a result of incapacity due to

physical or mental illness, he shall be entitled to receive benefits from all

sources (Social Security, group long-term disability and supplemental long-

term disability) equal to 66.67% of his then current Annual Direct Salary

until the Executive reaches the age of 65 or dies.  The Company shall

continue to pay to the Executive his Annual Direct Salary during any

applicable elimination or waiting period not in excess of one hundred eighty

(180) days.

                              (iii)  401(k) Wrap Plan/Deferred Compensation

Plan Participation:  The Executive shall have the option to participate in a

401(k) Wrap Plan to be established by the Company to enable the Executive to

defer portions of current income from income tax liability until a later

time, provided such election to defer income is made in compliance with the

Code.

               3.4  Vacation.  During the Term, the Executive shall be

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entitled to the number of paid vacation days in each calendar year determined

by the Company from time to time for its senior executive officers, but not

less than six (6) weeks in any calendar year.  The Executive shall also be

entitled to all paid holidays given by the Company to its senior executive

officers and all holidays observed in the Jewish religion.

               3.5  Reimbursement of Expenses.  During the Term, the Company

shall reimburse the Executive promptly for all reasonable expenses incurred

by him (in accordance with the policies and procedures established by the

Board of Directors for the Company's senior executive officers) in performing

services hereunder.

               3.6  Automobile Allowance.  During the Term, the Executive

shall be entitled to use for business and personal reasons an automobile of

his choice leased by the Company.  The Company shall pay all amounts in

respect of premiums for liability insurance (in amounts determined by the

Executive) and will reimburse the Executive for all operating, maintenance

and repair expenses.

               3.7  Agreement Signing Incentive.  The Executive shall receive

as of the date hereof a special one-time grant pursuant to the Company's

Stock Option Plan of 37,500 nonqualified options to purchase shares of the

Company's common stock (the "Options").  The Options shall have an exercise

price equal to the closing bid price of the Company's common stock on the

date of hereof as reported by The NASDAQ Stock Market and shall vest ratably

over five years.

               3.8  Other Benefits.  The Executive shall be entitled to

receive such other requisites, e.g. club memberships and fringe benefits as

the Board of Directors deems appropriate.

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          4.   TERMINATION.

               4.1  Termination Upon Death.  If the Executive dies during the

Term, this Agreement shall terminate as of the date of death, and the

Executive's legal representatives, successors, heirs or assigns shall be

entitled to receive the amounts set forth in Section 6.1.

               4.2  Termination Upon Disability.  If during the Term, the

Executive becomes subject to a Disability (as defined in the following

sentence), the Company may at any time thereafter, by notice to the

Executive, terminate the Term of Executive's employment hereunder, except

that the Executive shall be entitled to receive the amounts specified in

Section 6.1.  For purposes of this Agreement, the term "Disability" shall

mean incapacity due to physical or mental illness which has caused the

Executive to be unable to substantially perform his duties with the Company

on a full time basis for (i) a period of one hundred eighty (180) consecutive

days or (ii) for shorter periods aggregating two hundred seventy (270) days

in any three hundred sixty-five (365) day period.  During any period of

Disability, the Executive agrees to submit to reasonable medical examinations

upon the request, and at the expense, of the Company.  Nothing in this

Section 4.2 shall be deemed to extend the Term.

               4.3  Termination for Cause.  During the Term, the Company

shall have the right to terminate the Term of Executive's employment with the

Company for Cause.  For purpose hereof, a termination by the Corporation for

"Cause" shall mean termination by action of at least a majority of the

members of the Board of Directors of the Corporation (excluding Executive) at

a meeting duly called and held upon at least 15 days' prior written notice to

Executive specifying the particulars of the action or inaction alleged to

<PAGE>                               7

constitute "Cause" (and at which meeting Executive and his counsel were

entitled to be present and given reasonable opportunity to be heard) because

of (i) Executive's conviction of any felony (whether or not involving the

Company or any of its subsidiaries) involving moral turpitude which subjects,

or if generally known, would subject, the Company or any of its subsidiaries

to public ridicule or embarrassment, (ii) fraud or other willful misconduct

by Executive in respect of his obligations under this Agreement, or (iii)

willful refusal or continuing failure to attempt, without proper cause and,

other than by reason of illness, to follow the lawful directions of the Board

of Directors, following thirty days' prior written notice to Executive of his

refusal to perform, or failure to attempt to perform such duties, and which

during such thirty day period such refusal or failure to attempt is not cured

by the Executive.  "Cause" shall not include a bona fide disagreement over a

corporate policy, so long as Executive does not willfully violate on a

continuing basis specific written directions from the Board of Directors,

which directions are consistent with the provisions of this Agreement.

Action or inaction by Executive shall not be considered "willful" unless done

or omitted by him intentionally or not in good faith and without his

reasonable belief that his action or inaction was in the best interests of

the Company, and shall not include failure to act by reason of total or

partial incapacity due to physical or mental illness.

          5.   TERMINATION BY THE EXECUTIVE.

               The Executive may terminate the Term on written notice to the

Company upon the continuation of any of the following events for more than

ten (10) days after Executive delivers notice to the Company thereof (other

than with respect to paragraph (vi), which shall be governed by Section 7

<PAGE>                               8

hereof) and the occurrence of any one or more of the following (each "Good

Reason"):

                              (i)  Executive shall fail to be re-elected as

the Company's Chairman of the Board and Co-Chief Executive Officer or shall

be removed from such position at any time during the Term;

                              (ii) Executive shall fail to be vested with the

powers and authority of Chairman of the Board and Co-Chief Executive Officer

of the Company; or the powers and authority of such position or the

Executive's authority and responsibilities hereunder shall be diminished in

any material respect;

                              (iii)Executive's principal place of employment

is changed without Executive's prior written consent;

                              (iv) any material failure by the Company to

comply with any of the provisions of this Agreement including, without

limitation, failure to make any payment required to be made by the Company

pursuant to this Agreement within five (5) business days after the date such

payment is required to be made;

                              (v)  any purported termination by the Company

of Executive's employment otherwise than as expressly permitted by this

Agreement;

                              (vi) upon a Change of Control (as defined in

Section 7); or

                              (vii)the commencement of a proceeding or case,

with or without the application or consent of the Company or any of its

<PAGE>                            9

subsidiaries, in any court or competent jurisdiction, seeking (A) the

liquidation, reorganization, dissolution or winding-up of the Company or its

subsidiaries, or the composition or readjustment of the debts of the Company

or its subsidiaries, (B) the appointment of a trustee, receiver, custodian,

liquidator or the like for the Company or its subsidiaries or of all or any

substantial part of their respective assets, or (C) any similar relief in

respect of the Company or its subsidiaries under any law relating to

bankruptcy, insolvency, reorganization, winding-up, or composition  or

adjustment of debts.

          6.   PAYMENTS UPON TERMINATION.

               6.1  Termination Due to Death or Disability.  Upon the death

or Disability of the Executive (A) the Company shall pay to the Executive or

his estate (i) the Annual Direct Salary and other accrued benefits earned up

to the last day of the month of the Executive's death or Disability (subject

to the last sentence of Section 3.3(ii)), (ii) all deferred amounts earned

under the KEICP or similar bonus plan, and (iii) if any bonus, under the

KEICP or otherwise, shall be payable in respect of the year in which the

Executive's death or Disability occurs, such bonus(es) prorated up to the

last day of the month of the Executive's death or Disability and (B) all

restricted stock, stock option and performance share awards made to the

Executive shall automatically become fully vested as of the date of death or

Disability.

               6.2  Termination for Cause.  Upon termination of the Term by

the Company for Cause, the Company's obligations to the Executive under this

Agreement shall be limited to the payment of unpaid Annual Direct Salary and

benefits accrued up to the effective date of termination specified in the

Company's notice of termination.

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               6.3  Termination by Executive for Good Reason or by the

Company other than for Certain Reasons.

                         a)   In the event (i) the Company terminates the

Term for a reason other than for (A) Cause or (B) due to death or Disability

or (C) upon a Change of Control or (D) gives notice of non-renewal pursuant

to Section 2 or (ii) the Executive terminates the Term for Good Reason, then:

(1) the Company shall pay the Executive (A) (i) the Annual Direct Salary and

other accrued benefits earned up to the last day of the month of the

Executive's employment, (ii) all deferred amounts earned under the KEICP or

similar bonus plan and (iii) if any bonus, under the KEICP or otherwise,

shall be payable in respect of the year in which the Term is terminated, such

bonus(es) prorated up to the last day of the month of such termination and

(B) a lump sum cash payment within thirty (30) days following the date of

termination (except for termination by notice of non-renewal, in which case

such payment shall be made within thirty (30) days following the expiration

of the Term) equal to the greater of (x) all remaining Annual Direct Salary

payable during the Term and (y) an amount equal to two times the Annual

Direct Salary for the then current Employment Year and (2) all stock options,

stock awards and similar equity rights, if any, shall vest and become

exercisable immediately prior to the termination of the Term and remain

exercisable through their original terms with all rights.

                         (b)  Following termination of the Term for any

reason, other than for Cause or upon the death of the Executive, the Company

shall also maintain in full force and effect, for the continued benefit of

the Executive for a period equal to the greater of (x) the period of the Term

<PAGE>                               11

otherwise remaining or (y) two (2) years without giving effect to such

termination, all employee benefit plans and programs to which the Executive

was entitled prior to the date of termination (including, without limitation,

the benefit plans and programs provided for herein) if the Executive's

continued participation is possible under the general terms and provisions of

such plans and programs.  In the event that the Executive's participation in

any such plan or program is barred by the terms thereof, the Company shall

pay to the Executive an amount equal to the annual contribution, payments,

credits or allocations made by the Company to him, to his account or on his

behalf under such plans and programs from which his continued participation

is barred except that if the Executive's participation in any health,

medical, life insurance or disability plan or program is barred, the Company

shall obtain and pay for, on the Executive's behalf, individual insurance

plans, policies or programs which provide to the Executive health, medical,

life and disability insurance coverage which is equivalent to the insurance

coverage to which the Executive was entitled prior to the date of

termination.

               6.5  Termination Due to a Change of Control.  Upon the

termination of the Term due to a Change of Control, the Company shall pay the

amounts to and provide the benefits for the Executive as set forth in Section

7.1 and 7.4 hereof.

          7.   CHANGE OF CONTROL.

               7.1  (a)  Upon a Change of Control, the Executive may

terminate the Term upon notice to the Company, effective as set forth in such

notice (i) for any reason or for no reason during the initial ninety (90) day

period following the date of such Change of Control or (ii) at any time, in

the event that within twenty-four (24) months following the date of a Change

<PAGE>                               12

of Control, the continuation of any event constituting Good Reason hereunder

for more than ten (10) days after the Executive delivers notice thereof to

the Company (other than as contemplated by Section 5(vi)) occurs.  In the

event that the Executive terminates the Term pursuant to this Section 7.1,

the Company shall make a lump-sum payment to the Executive equal to three

times the sum of (i) his then current Annual Direct Salary and (iii) an

amount equal to the highest annual bonus (KEICP and other amounts being

aggregated) award received within the three (3) years immediately preceding

the Employment Year in which such termination occurs; provided, that in no

event shall such amount be less than the bonus payable at an Expected Level

of performance under the KEICP for 1995.  The Company shall also maintain the

benefit coverages for the Executive specified in Section 6.3 above for a

period of twenty-four (24) months following the date of termination of the

term by the Executive.

                         (b)  Upon (i) the execution of a definitive

agreement (including, without limitation, any "lock-up" agreement with any of

the Company's principal stockholders) which contemplates a transaction, or

(ii) the commencement of any tender or exchange offer or similar transaction

for or involving the Company's securities, which, in the case of any

transaction of the type described by clause (i) or (ii), if consummated,

could result in a Change in Control, all restricted stock, stock option and

performance share awards made to the Executive shall become automatically

fully vested in order to provide the Executive with a reasonable time period

to enable the Executive to obtain the economic benefit of the contemplated

transaction with respect to all restricted stock, stock option and

performance share awards then held by him.  In the event the Executive does

<PAGE>                               13

not exercise any such accelerated restricted stock, stock options or awards

in the transaction resulting in a Change of Control, the Executive will have

a six month period from the date of a Change of Control in which to exercise

such restricted stock, stock options and awards.  In the event the

transaction contemplated by the definitive agreement referred to above is not

consummated and such definitive agreement is terminated, all accelerated

restricted stock, stock options and awards shall be deemed restored to the

vesting schedules in effect at the time of execution of such definitive

agreement.

                         (c)  Upon the termination of the Term upon a Change

of Control, the Company shall provide to the Executive outplacement and

career counseling services as may be requested by the Executive; such service

costs not to exceed 15% of the Executive's then-current Annual Direct Salary.

               7.2  For purposes of this Agreement, the term "Change of

Control" shall mean:

                         (a)  the acquisition (after the date hereof) of the

beneficial ownership of a majority of the Company's voting securities and/or

substantially all of the assets of the Company by a single person or entity

or a group of affiliated persons or entities, or

                         (b)  the merger, consolidation or combination or

similar transaction of the Company with an unaffiliated corporation in which

the Board of Directors immediately prior to such merger, consolidation or

combination constitute less than a majority of the board of directors of the

surviving, new or combined entity.

               7.3  For purposes of this Agreement the term a "date of a

<PAGE>                               14

Change of Control" shall mean:

                         (a)  the first date (after the date hereof) on which

a single person and/or entity, or group of affiliated persons and/or

entities, acquire the beneficial ownership of majority of the Company's

voting securities; or

                         (b)  the date of the transfer of all or

substantially all of the Company's voting securities; or

                         (c)  the date on which a merger, consolidation or

combination of the type specified in Section 7.2(b) is consummated.

               7.4  Certain Taxes.  The Company shall indemnify and hold the

Executive harmless from and against (i) the imposition of excise tax (the

"Excise Tax") under Section 4999 of the Code, on any payment made under this

Agreement (including any payment made under this paragraph) and any interest,

penalties and additions to tax imposed in connection therewith, and (ii) any

federal, state or local income tax imposed on any payment made pursuant to

this paragraph.  The Executive shall not take the position on any tax return

or other filing that any payment made under this Agreement is subject to the

Excise Tax, unless, in the opinion of independent tax counsel reasonably

acceptable to the Company, there is not reasonable basis for taking the

position that any such payment is not subject to the Excise Tax under U.S.

tax law then in effect.  If the Internal Revenue Service makes a claim that

any payment or portion thereof is subject to the Excise Tax, at the Company's

election, and the Company's direction and expense, the Executive shall

contest such claim; provided, however, that the Company shall advance to the

Executive the costs and expenses of such contest, as incurred.  For the

<PAGE>                               15

purpose of determining the amount of any payment under clause (ii) of the

first sentence of this paragraph, the Executive shall be deemed to pay

federal income taxes at the highest marginal rate of federal income taxation

applicable to individuals in the calendar year in which such indemnity

payment is to be made and state and local income taxes at the highest

marginal rates of taxation applicable to individuals as are in effect in the

jurisdiction in which the Executive is resident, net of the maximum reduction

in federal income taxes that could be obtained from deduction of such state

and local taxes.

               7.5  Severance Letter of Credit.  The Company shall, at all

times during the Term and any extensions and renewals thereof and for thirty

(30) days thereafter, at such time the Executive may direct, and cause to be

maintained in effect a letter of credit for the benefit of the Executive,

from a bank reasonably satisfactory to the Executive in a face amount that is

equal to or greater than the amounts payable to the Executive at such time

under Section 7.1 and 7.4.  Not later than thirty (30) days prior to the

expiration of any letter of credit furnished pursuant to this Section 7.5,

the Company shall furnish to the Executive a replacement or substitute letter

of credit effective from and after such expiration and expiring not earlier

than one hundred eighty (180) days thereafter or such shorter period as a

letter of credit is required to be maintained under the immediately preceding

sentence.

          8.   RESTRICTIVE COVENANTS.

               8.1  Confidentiality.  During the Term and for two (2) years

thereafter, the Executive shall not, without the written consent of the Board

of Directors or a person authorized thereby, knowingly disclose to any

person, other than an employee of the Company or a person to whom disclosure

<PAGE>                               16

is reasonably necessary or appropriate in connection with the performance by

the Executive of his duties as an executive of the Company, any material

confidential information obtained by him while in the employ of the Company

with respect to any of the Company's services, products, improvements,

processes, customers, methods of distribution or any business practices the

disclosure of which he knows will be materially damaging to the Company;

provided, however, that confidential information shall not include any

information publicly available at the time of the alleged disclosure (other

than as a result of unauthorized disclosure by the Executive) or any

information of a type not otherwise considered confidential by persons

engaged in the same business or a business similar to that conducted by the

Company.  Upon termination of the Term upon the request of the Company, the

Executive shall promptly deliver to the Corporation all correspondence,

manuals, letters, notes, notebooks, reports and any other documents or

tangible items containing or constituting confidential information about the

business of the Company.

               8.2  Injunctive Relief.  The Executive agrees that any breach

of the restrictions set forth in this Section 8 will result in irreparable

injury to the Company for which it shall have no meaningful remedy in law and

the Company shall be entitled to injunctive relief in order to enforce the

provisions thereof.  In the event that any provision of this Section 8 shall

be determined by any court of competent jurisdiction to be unenforceable in

part by reason of it being too great a period of time or covering too great a

geographical area, it shall be in full force and effect as to that period of

time or geographical area determined to be reasonable by the court.

<PAGE>                               17

          9.   INDEMNIFICATION.

                         (a)  The Executive shall be provided with directors'

and officers' insurance in connection with his employment hereunder and

service as a director as contemplated hereby with such coverage (including

with respect to unpaid wages and taxes not remitted when due) and in such

amounts as shall be reasonably satisfactory to the Executive, and the Company

shall maintain such insurance in effect for the period of the Executive's

employment hereunder and for not less than five years thereafter; provided,

however, than in the event that the Company shall not obtain such insurance,

it shall provide or cause the Executive to be provided with indemnity (or a

combination of indemnity and directors' and officers' insurance) in

connection with his employment hereunder with such coverage, in such amounts

and from such person or persons as shall be reasonably satisfactory to the

Executive, and the Company shall maintain such indemnity (or combination of

indemnity and directors' and officers' insurance) or cause such indemnity (or

such combination) to be maintained for the period of the Executive's

employment hereunder and not less than five (5) years thereafter.

                         (b)  To the fullest extent permitted or required by

the laws of the State of Delaware, the Company shall indemnify and provide

reasonable advances for expenses to the Executive, in accordance with the

terms of such laws, if the Executive is made a party, or threatened to be

made a party, to any threatened, pending or completed action, suit or

proceeding, whether civil, criminal, administrative or investigative, by

reason of the fact that the Executive is or was an officer or director of the

Company or any subsidiary or the Company, in which capacity the Executive is

or was serving at the Company's request and in furtherance of the Company's

<PAGE>                               18

best interests, against expenses (including reasonable attorneys fees),

judgments, fines and amounts paid in settlement actually and reasonably

incurred by him in connection with such action, suit or proceeding.

          10.  NO DUTY TO MITIGATE.  The Executive shall have no duty to

mitigate any severance amount or any other amounts payable to him hereunder

and such amounts shall not be subject to reduction for any compensation

received by the Executive from employment in any capacity or other source

following the termination of the Executive's employment with the Company and

its subsidiaries.

          11.  OTHER PROVISIONS.

               11.1 Certain Definitions.  As used herein, the following terms

shall be defined as follows:

               "affiliate" of any person means any other person directly or

indirectly controlling or controlled by or under direct or indirect common

control with such person.  For the purpose of this definition, "control" when

used with respect to any person means the power to direct the management and

policies of such person, directly or indirectly, whether through the

ownership of voting securities, by contract or otherwise; and the term

"controlling" and "controlled" have meanings correlative to the foregoing.

               "Code" shall mean the Internal Revenue Code of 1986, as

amended.

               "person" means individual, a partnership, a joint venture, a

corporation, a limited liability company, a trust, an unincorporated

organization or a governmental entity or any department or agency thereof.

               11.2 Notices.  Any notice or other communication required or

<PAGE>                               19

permitted hereunder shall be in writing and shall be delivered personally,

telecopied or sent by certified, registered or express mail, postage prepaid.

Any such notice shall be deemed given when so delivered personally,

telecopied or sent by express mail, or if sent by certified or registered

mail, five days after the date of deposit in the United States mail, as

follows:

                              (i)  if to the Company, to:
                                   The Multicare Companies, Inc.
                                   411 Hackensack Avenue
                                   Hackensack, New Jersey 07601
                                   Attention:     General Counsel
                                   telephone:     (201)488-8818
                                   Telecopy:      (201)525-5952


                                   with a copy to:

                                   Paul Weiss Rifkind Wharton & Garrison
                                   1285 Avenue of the Americas
                                   New York, New York 10019
                                   Attention:     Carl L. Reisner, Esq.
                                   Telephone:     (212)373-3000
                                   Telecopy:      (212)373-2038

                              (ii) if to the Executive, to him at his address

then reflected in the personnel records of the Company.

          Either party may change its or his address for notice hereunder by

notice to the other party in accordance with this Section 11.2.

               11.3 Waivers and Amendments.  This Agreement may be amended,

modified, superseded or cancelled, and the terms and conditions hereof may be

waived, only by a written instrument signed by the parties or, in the case of

a waiver, by the party waiving compliance.  No delay on the part of any party

in exercising any right or remedy hereunder shall operate as a waiver

<PAGE>                               20

thereof, nor shall any waiver on the part of any party of any such right or

remedy, nor any single or partial exercise of any such right or remedy

preclude any other or further exercise thereof or the exercise of any other

right or remedy.

               11.4 Governing Law.  This Agreement shall be governed by, and

construed in accordance with, the laws of the State of New Jersey applicable

to agreements made and to be performed entirely within such State.

               11.5 Assignability and Binding Effect.  This Agreement shall

inure to the benefit of and shall be binding upon the Company and its

successors and permitted assigns and upon Executive and his heirs, executors,

legal representatives, successors and permitted assigns.  However, neither

party may assign, transfer, pledge, encumber, hypothecate or otherwise

dispose of this Agreement or any of its or his rights hereunder without prior

written consent of the other party, and any such attempted assignment,

transfer, pledge, encumbrance, hypothecation or other disposition without

such consent shall be null and void and without effect.

               11.6 Enforcement of Separate Provisions.  Should any provision

or provisions of this Agreement be determined to be unenforceable for any

reason, the remaining provisions of this Agreement shall be unaffected

thereby and shall remain in full force and effect.

               11.7 Arbitration.  In the event that any disagreement or

dispute shall arise between the parties concerning this Agreement, the

issue(s) will be submitted to JAMS/Endispute, Inc. for binding arbitration.

Any award entered shall be final and binding upon the parties hereto and

judgment upon the award may be entered in any court having jurisdiction

<PAGE>                               21

thereof.  All fees of attorneys, accountants, advisors or other experts or

witnesses, together with all administrative costs incurred in connection with

such actions, shall be paid by the Company.

               11.8 Counterparts.  This Agreement may be executed in

counterparts, each of which shall be deemed an original but both of which

together shall constitute one and the same instrument.

          IN WITNESS WHEREOF, the parties have executed or caused the

execution of this Agreement as of the date first above written.



                              THE MULTICARE COMPANIES, INC.




                           By:  /S/ DANIEL E. STRAUS
                                _____________________________
                                Name:  DANIEL E. STRAUS
                                Title: PRESIDENT AND CO-CHIEF EXECUTIVE OFFICER


                                /S/ MOSHAEL J. STRAUS
                                _____________________________
                                Moshael J. Straus

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