<PAGE>

                                   FORM 10-K/A

                                 AMENDMENT NO. 1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                     FOR THE FISCAL YEAR ENDED JUNE 30, 2001

                         Commission file number 1-10875
                                   NAHC, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


               DELAWARE                                       13-3247827
(I.R.S. EMPLOYER IDENTIFICATION NO.)                   (STATE OF INCORPORATION)


       1018 WEST NINTH AVENUE
        KING OF PRUSSIA, PA                                     19406
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)                       (ZIP CODE)

       Registrant's telephone number, including area code: (610) 992-7450

           Securities registered pursuant to Section 12(g) of the Act:

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                                (Title of class)

         INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.

                                  YES X    NO

         INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO
ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED,
TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K.

         AS OF SEPTEMBER 6, 2001, 63,343,263 SHARES OF COMMON STOCK WERE
OUTSTANDING, AND THE AGGREGATE MARKET VALUE OF THE SHARES OF COMMON STOCK HELD
BY NON-AFFILIATES WAS APPROXIMATELY $137,373. (DETERMINATION OF STOCK OWNERSHIP
BY NON-AFFILIATES WAS MADE SOLELY FOR THE PURPOSE OF RESPONDING TO THIS
REQUIREMENT AND THE REGISTRANT IS NOT BOUND BY THIS DETERMINATION FOR ANY OTHER
PURPOSE.)

                       DOCUMENTS INCORPORATED BY REFERENCE

         NONE.


<PAGE>

         This Amendment No. 1 to the Annual Report on Form 10-K of NAHC, Inc.
(the "Company") amends and restates in their entirety Items 10, 11 and 12 of
Part III and Item 14 of Part IV of the Annual Report on Form 10-K of the Company
filed with the Securities and Exchange Commission on September 28, 2001 (the
"Form 10-K"). Capitalized terms used herein and not otherwise defined shall have
the meaning assigned to such terms in the Form 10-K.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

          The directors and executive officers of NAHC are as follows:

<TABLE>
<CAPTION>

                      NAME                                              POSITION                      AGE
          <S>                                    <C>                                                  <C>
          John H. Foster....................     Chairman of the Board of Directors                    59
          David R. Burt.....................     Chief Executive Officer, President, and Secretary     38
          Charles E. Finelli................     Director                                              38
          Timothy E. Foster.................     Director                                              50
          Stephen E. O'Neil.................     Director                                              68
          James T. Walmsley.................     Vice President                                        51

</TABLE>

          No family relationships exist among any of the directors or executive
officers of NAHC. Executive officers serve at the discretion of the NAHC Board
of Directors.

         JOHN H. FOSTER has been Chairman of the Board of the Company since
December 1984. From 1984 to May 1997, he was also Chief Executive Officer of the
Company. Mr. Foster is also a director of Corning Incorporated, an international
corporation with business interests in specialty materials and communications.
Mr. Foster is founder and Chairman of the Board of Foster Management Company, an
investment advisor.

         DAVID R. BURT has been Chief Executive Officer, President and Secretary
of NAHC, Inc. since May 4, 2000, and a director of the Company since June 7,
2000. Mr. Burt is also President, Chief Executive Officer, Secretary, and a
director of Ergo Science Corporation, a biopharmaceutical company. He joined
Ergo Science Corporation as Vice President, Corporate Development, in March
1993, was appointed Secretary in March 1997, and in March 1999 was appointed
President, Chief Executive Officer and director.

         CHARLES E. FINELLI has been a director of the Company since August 18,
2000. An attorney, Mr. Finelli has been in private practice for six years
specializing in litigation. He is a graduate of the University of Arkansas
School of Law.

         TIMOTHY E. FOSTER has been a director of the Company since December
1984. From May 1997 through January 2000, he served as Chief Executive Officer
of the Company. From October 1994 until May 1997, he was President and Chief
Operating Officer. He served as Senior Vice President, Finance and
Administration and Chief Financial Officer of NAHC from November 1988 to October
1994, Treasurer from March 1992 to October 1994, Secretary of the Company from
September 1987 to May 1994 and has been a director since December 1984. Since
1996, Mr. Foster has been a partner in certain investment partnerships managed
by Foster Management Company.

         STEPHEN E. O'NEIL has been a director of the Company since December
1984. Mr. O'Neil has been a Principal of The O'Neil Group, a private investment
firm, since 1981. He is a director of Brown-Forman Corporation, Castle
Convertible Fund, Inc., Spectra Fund, Inc., Alger Fund, Inc. and Alger American
Fund.

         JAMES T. WALMSLEY has been Vice President of NAHC since January 1994.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than 10% of the Company's
outstanding Common Stock, to file with the SEC initial reports of beneficial
ownership and reports of changes in beneficial ownership of Company Common Stock
and other equity securities of the Company. To the Company's knowledge, for the
fiscal year ended June 30, 2001, all Section 16(a) filing requirements
applicable to its executive officers,


                                       2

<PAGE>

directors and holders of more than 10% of NAHC's outstanding common stock were
satisfied. A Form 4 for Mr. David R. Burt was not filed on a timely basis with
respect to one transaction for the fiscal year ended June 30, 2000.

ITEM 11.  EXECUTIVE COMPENSATION

           The following table sets forth information for the fiscal years ended
June 30, 2001, 2000 and 1999 concerning the compensation paid or awarded to the
Chief Executive Officer and each of the other executive officers of the Company.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                          ANNUAL COMPENSATION
                                                                                      LONG TERM
NAME AND                                                                             COMPENSATION          ALL OTHER
PRINCIPAL POSITION                             YEAR     SALARY ($)    BONUS ($)    AWARDS OPTIONS (#)   COMPENSATION (1)
------------------                             ----     ----------    ---------    ------------------   ----------------
<S>                                            <C>      <C>          <C>           <C>                  <C>
David R. Burt (2).........................     2001     $  250,000   $  272,403     $         --         $   119,065(a)
     Chief Executive Officer President and     2000         44,231           --
     Secretary............................

Robert E. Healy, Jr. (3)..................     2001     $   50,131   $       --     $         --         $           --
     Former Senior Vice President and          2000        371,243    1,057,500               --               1,601(b)
     Chief Financial Officer..............     1999        302,093      570,000          320,000             139,916(b)

James T. Walmsley (4).....................     2001     $  200,012   $  467,190     $         --         $           --
     Vice President.......................     2000        189,007                            --                     --
                                               1999        182,249    1,305,604               --                     --

</TABLE>

(1)      (a) This amount represents a grossed-up amount to reflect a note
         payable from the company to Mr. Burt.

         (b) These amounts represent contributions to the Company's 401(k) plan
         and its supplemental deferred compensation plan and term life and
         long-term disability insurance payments.

(2)      David R. Burt, President became Chief Executive Officer and Secretary
         effective as of May 4, 2000.

(3)      Robert E. Healy, Jr. became Senior Vice President, Finance and
         Administration and Chief Financial Officer in December 1995. Mr. Healy
         resigned from the Company effective July 26, 2000.

(4)      James T. Walmsley became Vice President in January 1994.

         The following table sets forth the number and value of options
exercised by the executive officers of the Company named in the Summary
Compensation Table during the fiscal year ended June 30, 2001 and the number and
value of options held by such executive officers at June 30, 2001.

                 AGGREGATED OPTION EXERCISES IN FISCAL YEAR 2001
                        AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>

                                                                              NUMBER OF SECURITIES                VALUE OF
                                                                                   UNDERLYING                   UNEXERCISED
                                                                                  UUNEXERCISED                  IN-THE-MONEY
                                                                                   OPTIONS AT                     OPTIONS
                                                                                JUNE 30, 2001 (#)         AT JUNE 30, 2001 ($)(1)
                              SHARES ACQUIRED             VALUE                    EXERCISABLE                  EXERCISABLE/
           NAME                UPON EXERCISE            REALIZED                  UNEXERCISABLE                UNEXERCISABLE
           ----               ---------------           --------              --------------------        -----------------------
<S>                           <C>                       <C>                   <C>                         <C>
David R. Burt                        -                      -                          -/-                           -
Robert E. Healy, Jr.                 -                      -                    175,168/132,000                     -
James T. Walmsley                    -                      -                     23,278/9,600                       -

</TABLE>

(1)      In-the-money options are those for which the fair market value of the
         underlying Common Stock exceeds the exercise price of the option. The
         value of in-the-money options is determined in accordance with
         regulations of the Securities and Exchange Commission by subtracting
         the aggregate exercise price of the option from the aggregate year-end
         value of the underlying Common Stock.


                                       3

<PAGE>

EMPLOYMENT AGREEMENTS

         Effective as of May 5, 2000, the Company entered into an employment
agreement with David R. Burt, to serve as Chief Executive Officer of the
Company. The term of the agreement continues through May 5, 2005, subject to
certain extensions. Pursuant to the agreement, Mr. Burt receives an annual base
salary of $250,000 and an annual performance bonus of not less than $20,000. The
agreement requires Mr. Burt to devote at least 50% of his business time and
attention to the performance of the duties and responsibilities of Chief
Executive Officer of the Company, inasmuch as Mr. Burt also serves as President,
Chief Executive Officer and a Director of Ergo Science Corporation. Mr. Burt's
agreement provides for additional bonuses as follows: 10% of the amount
collected by the Company on certain of its delinquent receivables in excess of
the amount booked for such receivables on the Company's balance sheet, subject
to a specified cap; and 10% of the difference between the amount at which
certain liabilities of the Company are booked on its balance sheet and the
actual amounts paid by the Company. As consideration for the Executive's efforts
in obtaining settlements on the Hanger, NCES and PROH disputes in July 2000, the
Company granted Mr. Burt a convertible promissory note in the principal amount
of $60,000. The note bears interest at a rate of 10% per annum and is payable on
the earlier of demand by Mr. Burt for payment or May 1, 2006. The note is
convertible into the Company's common stock and has a conversion price that
ranges from $0.04, the current conversion price, to a potential $0.0025 based on
improvements in the market price of the common stock or the Company's total
shareholder equity on the balance sheet, as specified in the note. In the event
of liquidation or a transfer of substantially all of the assets of the Company,
the conversion price is $0.0025. If Mr. Burt is terminated by the Company with
good cause or quits for other than good reason, the Company may repurchase the
note for an amount that increases in equal increments over a twenty-four month
period until the repurchase price equals the principal amount of the note, at
which time the right to repurchase terminates. Mr. Burt's employment agreement
also provides him certain registration rights with respect to the shares of
common stock into which the note is convertible.

         On May 30, 1999, the Company entered into an employment agreement with
Robert E. Healy, Jr., to serve as Senior Vice President, Finance and
Administration and Chief Financial Officer of the Company, superseding Mr.
Healy's then existing employment agreement with the Company. Pursuant to the
agreement, Mr. Healy received an annual base salary of $325,000. In addition, in
accordance with the agreement, Mr. Healy received certain transaction and
retention bonuses during the fiscal year ending June 30, 2000 as follows: (i) a
transaction bonus equal to $317,500, which was paid on November 5, 1999 upon the
sale of the Company's interest in NCES, (ii) a transaction bonus equal to
$250,000, which was paid on December 3, 1999 upon the sale of the Company's PROH
business, (iii) a retention bonus equal to $245,000, which was paid on January
14, 2000, and (iv) a retention bonus equal to $245,000, which was paid on May 5,
2000. Also under the agreement, Mr. Healy was entitled to an additional
retention bonus, at the rate of $245,000 for each six month period beyond June
30, 2000 which Mr. Healy remained employed by the Company.

         By letter dated July 26, 2000, Mr. Healy resigned from his positions as
President and Chief Financial Officer of the Company. Mr. Healy received no
additional severance from the Company in connection with such resignation.
Effective upon Mr. Healy's resignation, the Company entered into a consulting
agreement with Mr. Healy, pursuant to which the Company may avail itself of Mr.
Healy's services in connection with the implementation of the Company's Plan of
Restructure and other general matters. The consulting agreement continued
through June 30, 2001. The agreement requires Mr. Healy to provide up to sixteen
hours of services per week. Mr. Healy is compensated as a consultant at the rate
of $16,294 per month; in addition, for any month in which Mr. Healy provides in
excess of sixty-four hours of services, Mr. Healy is compensated $235 per hour
for each such hour during such month in excess of sixty-four hours. The
agreement also entitles Mr. Healy to continuation of his rights and benefits
under the Company's benefit plans and programs for a two year period, as well as
the advance of certain expenses in connection with legal proceedings arising in
connection with service as an officer or director of the Company and certain
other benefits. Effective as of October 1, 2000, Mr. Healy and the Company have
agreed to amend the consulting agreement to remove the fixed, monthly retainer
and to provide that the compensation paid to Mr. Healy under such agreement
shall be based solely on the contracted hourly rate multiplied by the hours of
services provided by Mr. Healy to the Company as contemplated by the agreement.

         Effective January 1, 2000, we entered into an employee compensation
agreement with James T. Walmsley, our Vice President, which superceded his then
existing agreement. The compensation agreement terminates on December 31, 2001.
The compensation agreement is designed to reward Mr. Walmsley for his efforts in
the collection of monies owed to us. Under the


                                       4

<PAGE>

Agreement, Mr. Walmsley is entitled to an annual base salary of $200,000. In
addition, the compensation agreement provided for advancement of severance
benefits of $120,154.69 on each of January 3, 2000 and June 30, 2000. Mr.
Walmsley is also entitled to (i) a retention bonus of $75,000 for each calendar
quarter that he remains employed by us and (ii) collection bonus awards based on
a percentage of certain payments received in excess of the receivables recorded
on our balance sheet.

COMPENSATION OF DIRECTORS OF NAHC

         The Company provides each non-employee director with an annual retainer
of $25,000. The Company pays each director a fee of $1,000 per meeting attended,
plus out-of-pocket expenses. In addition, committee members receive a fee of
$1,000, plus out-of-pocket expenses, for each non-telephonic committee meeting
attended that is not scheduled in conjunction with a meeting of the full Board,
and a fee of $500, plus out-of-pocket expenses, for each non-telephonic
committee meeting attended in conjunction with a meeting of the full Board and
for each telephonic meeting of the Board or any committee of the Board.

         On January 10, 2000, the Company entered into a consulting agreement
with Mr. Timothy Foster, pursuant to which the Company may avail itself of Mr.
Foster's services in connection with the implementation of the Company's Plan of
Restructure. The term of the consulting agreement continued through January 6,
2001. The agreement required Mr. Foster to provide up to fifteen hours of
services per week. Mr. Foster was compensated as a consultant at the rate of
$12,500 per month; in addition, for any month in which Mr. Foster provided in
excess of sixty hours of services, Mr. Foster was compensated $200 per hour for
each such hour during such month in excess of sixty hours. Because Mr. Foster
agreed to forego compensation otherwise payable to the Company's non-executive
directors, Mr. Foster's participation in Board related matters is counted toward
the number of hours of services provided under the consulting agreement. The
agreement also entitled Mr. Foster to continuation of his rights and benefits
under the Company's benefit plans and programs for a two year period, as well as
the advance of certain expenses in connection with legal proceedings arising in
connection with service as an officer or director of the Company and certain
other benefits. Effective as of October 1, 2000, Mr. Foster and the Company have
agreed to amend the consulting agreement to remove the fixed, monthly retainer
and to provide that the compensation paid to Mr. Foster under such agreement
shall be based solely on the contracted hourly rate multiplied by the hours of
services provided by Mr. Foster to the Company as contemplated by the agreement.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         Stephen E. O'Neil served on the Compensation Committee of the Board of
Directors for the entire 2000 fiscal year, and since January 5, 2000 served as
Chairman. John H. Foster has served on the Committee since March 22, 2000. Mr.
John H. Foster, a member of the Compensation Committee, served as Chief
Executive Officer of the Company until May 1997 and served as executive Chairman
of the Board through January 2000; he continues to serve as non-executive
Chairman of the Board. Other than Mr. Foster, no insider served on the Committee
and there were no interlocks.

12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

         The following table shows the number of shares and percentage of the
Company's outstanding Common Stock deemed to be beneficially owned as of June
30, 2001, by (i) all persons known to the Company to be the beneficial owners of
more than 5% of its Common Stock, (ii) each director of the Company and (iii)
the directors and officers of the Company as a group. Unless otherwise
indicated, the beneficial owners have sole voting and investment power with
respect to all shares owned.

<TABLE>
<CAPTION>

                                                  AMOUNT AND NATURE OF       PERCENTAGE OF
NAME OF BENEFICIAL OWNER (a)                      BENEFICIAL OWNERSHIP    OUTSTANDING SHARES
----------------------------                      --------------------    ------------------
<S>                                               <C>                     <C>
LDN Stuyvie Partnership........................   11,046,955       (b)           17.4%
John H. Foster.................................    4,141,214       (c)            6.5%
David R. Burt..................................    1,612,500       (d)            2.5%
Timothy E. Foster..............................      980,001       (e)            1.5%
Stephen E. O'Neil..............................       59,100       (f)              *
Charles E. Finelli.............................           --                       --
James T. Walmsley..............................       26,028       (g)              *
Directors and Officers as a group (6 persons)..    6,818,843       (h)            9.9%

</TABLE>

 * Less than one percent


                                       5

<PAGE>

(a)      Information as to the interests of the directors and officers has been
         furnished in part by them. The inclusion of information concerning
         shares held by or for their spouses or children or by corporations in
         which they have an interest does not constitute an admission by such
         persons of beneficial ownership thereof. Unless otherwise indicated,
         all persons have sole voting and dispositive power as to all shares
         they are shown as owning.

(b)      Information as to holdings of LDN Stuyvie Partnership, a limited
         partnership of which Stuyvesant P. Comfort is the general partner, is
         based upon a report on Schedule 13D filed with the Securities and
         Exchange Commission. Such report indicated that 11,046,955 shares were
         owned with sole dispositive power and with sole voting power. The
         address of LDN Stuyvie Partnership is 11 Cadogan Street, London SW3
         2PP, United Kingdom.

(c)      Includes 1,640,001 shares of the Company's Common Stock presently
         issuable upon the exercise of options.

(d)      Consists entirely of shares issuable upon conversion of a $60,000
         convertible note and interest accrued through June 30, 2001 thereon
         held by Mr. Burt, at the conversion price of $.04 per share. The
         conversion price fluctuates depending on certain factors.

(e)      Consists of 980,001 shares of the Company's Common Stock presently
         issuable upon the exercise of options.

(f)      Includes 59,000 shares of the Company's Common Stock presently issuable
         upon the exercise of options.

(g)       Consists of 2,750 shares held directly and 23,278 shares of common
          stock presently issuable upon the exercise of options.

(h)      Includes 4,314,780 shares of the Company's Common Stock issuable upon
         exercise or conversion of options or convertible securities exercisable
         or convertible within 60 days after September 30, 2001.

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

            (a) The following documents are filed as part of this report:

<TABLE>
<CAPTION>

                                                                                                                  PAGE
                                                                                                                 NUMBER
                 <S>                                                                                             <C>
                 (1) FINANCIAL STATEMENTS:
                     Consolidated Balance Sheets at June 30, 2001 and 2000................................
                     Consolidated Statements of Operations for each of the three years in the period
                         ended June 30, 2001, 2000 and 1999...............................................
                     Consolidated Statements of Changes in Shareholders' Equity for each of the three
                         years in the period ended June 30, 2001, 2000 and 1999...........................
                     Consolidated Statements of Cash Flows for each of the three years in the period
                         ended June 30, 2001, 2000 and 1999...............................................
                     Notes to Consolidated Financial Statements...........................................
                     Report of Independent Accountants....................................................

                 (2) FINANCIAL STATEMENT SCHEDULE:
                     II - Valuation and qualifying accounts for each of the three years in the
                     period ended June 30, 2001

                 (3) EXHIBITS (NUMBERED IN ACCORDANCE WITH ITEM 601 OF REGULATION S-K):
                     The exhibits required to be filed are listed in the index to exhibits

</TABLE>

           (b) Current Reports on Form 8-K:

           No current reports on Form 8-K were filed by the Company during the
           fourth quarter of the fiscal year ended June 30, 2001.


                                       6

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated:   January 8, 2002

                                              NAHC, INC.

                                              By: /s/ DAVID R. BURT
                                                  ----------------------------
                                                  David R. Burt
                                                  Chief Executive Officer,
                                                  President and Secretary

                                       7

<PAGE>

                                   SCHEDULE II

                                   NAHC, INC.

                        VALUATION AND QUALIFYING ACCOUNTS
                    YEARS ENDED JUNE 30, 2001, 2000 AND 1999
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                        BALANCE AT     CHARGED TO                              BALANCE
                                                        BEGINNING      COSTS AND                               AT END
DESCRIPTION                                             OF PERIOD      EXPENSES       OTHER    DEDUCTIONS      OF PERIOD
-----------                                             ----------     ----------   ---------  ----------     -----------
<S>                                                    <C>            <C>           <C>        <C>            <C>
Year ended June 30, 2001:
Allowance for uncollectible accounts.................   $ 36,633                    (2,626)(3)  (8,242)(2)    $   25,765

Year ended June 30, 2000:
Allowance for uncollectible accounts.................   $  7,124         24,727       8,408(1)  (3,626)(2)    $   36,633

Year ended June 30, 1999:
Allowance for uncollectible accounts.................   $    639          6,485         ---         ---       $    7,124

</TABLE>

(1)      Primarily allowances for doubtful accounts related to receivables,
         which reverted back to the Company.
(2)      Primarily write-offs.
(3)      Primarily related to changes in reserve estimates for receivables.


<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit
No.
<S>          <C>                                                                                                      <C>
2 (a)(i)     Stock Purchase Agreement dated as of April 2, 1999 by and among                                          --
             NovaCare, Inc., NC Resources, Inc., Hanger Orthopedic Group, Inc.
             and HPO Acquisition Corp. (incorporated by reference to Exhibit 2(a)
             to the Company's Current Report on Form 8-K dated July 1, 1999).

2(a)(ii)     Amendment No. 1 to Stock Purchase Agreement made as of May 19,                                           --
             1999 by and among NovaCare, Inc., NC Resources, Inc., Hanger
             Orthopedic Group, Inc. and HPO Acquisition Corp. (incorporated by
             reference to the Exhibit 2 (b) to the Company's Current Report on
             Form 8-K dated July 1, 1999).

2(a)(iii)    Amendment No. 2 to Stock Purchase Agreement made as of June                                              --
             30, 1999 by and among NovaCare, Inc., NC Resources, Inc., Hanger
             Orthopedic Group, Inc. and HPO Acquisition Corp. (incorporated by
             reference to Exhibit 2(c) to the Company's Current Report on Form
             8-K dated July 1, 1999).

2 (b)        (i) Stock Purchase Agreement dated as of June 1, 1999 by and among                                       --
             NovaCare, Inc., NC Resources, Inc. and Chance Murphy, Inc.
             (incorporated by reference to Exhibit 2(a) to the Company's Current
             Report on Form 8-K dated June 1, 1999).

             (ii) Amendment No. 1 to Stock Purchase Agreement made as of June 1,                                      --
             1999 by and among NovaCare, Inc., NC Resources, Inc. and Chance
             Murphy, Inc. (incorporated by reference to Exhibit 2(b) to the
             Company's Current Report on Form 8-K dated June 1, 1999).

2 (c)         Stockholder Agreement dated as of September 8, 1999 among Plato Holdings, Inc.,                         --
              New Plato Acquisition, Inc., NC Resources, Inc. and NovaCare, Inc. (incorporated
              by reference to Exhibit 2((a) to the Company's Current Report on Form 8-K dated
              October 14, 1999).

2 (d)(i)      Stock Purchase Agreement dated as of October 1, 1999 by and among NovaCare, Inc.                        --
              NC Resources, Inc. and Select Medical Corporation (incorporated by reference to
              Exhibit 2(b) to the Company's Current Report on Form 8-K dated October 14, 1999).

2 (d)(ii)       First Amendment dated November 19, 1999 to the Stock Purchase Agreement                               --
              dated October 1, 1999 among NovaCare, Inc., NC Resources, Inc. and Select
              Medical Corporation (incorporated by reference to Exhibit 2(b) to the Company's
              Current Report on Form 8-K dated December 6, 1999).

2 (d)(iii)    Opinion of Warburg Dillon Read LLC dated as of October 1, 1999                                          --
              (incorporated by reference to Exhibit 99(a) to the Company's Current
              Report on Form 8-K dated October 14, 1999).

3 (a)(i)*    Certificate of Incorporation of the Company, as amended                                                  --
             (incorporated by reference to Exhibit 3(a) to the Company's
             Quarterly Report on Form 10-Q for the quarter ended March 31, 1992).


<PAGE>

NovaCare, Inc.
Employee's Compensation Agreement
Prudent Buyer and Medicare Receivables Collection

3(a)(ii)     Certificate of Ownership and Merger of NAHC, Inc. into NovaCare, Inc.                                    --

3 (b)        By-laws of the Company, as amended to date (incorporated by                                              --
             reference to Exhibit 3 to the Company's Quarterly Report on Form
             10-Q for the quarter ended September 30, 1995).

4 (a)        Stock Option Plan, as amended to date (incorporated by reference to                                      --
             Exhibit 4(a) to the Company's Annual Report on Form 10-K for the
             year ended June 30, 1997).

4 (b)*       Form of Indenture dated as of January 15, 1993 between the Company                                       --
             and Pittsburgh National Bank relating to 5 1/2% Convertible
             Subordinated Debentures Due 2000 (incorporated by reference to
             Exhibit 4 to Registration Statement on Form S-3 No. 33-55710).

4 (c)        Rights Agreement dated as of March 9, 1995 by and between NovaCare,                                      --
             Inc. and American Stock Transfer & Trust Company, as Rights Agent
             (incorporated by reference to Exhibit 99(a) to the Company's current
             report on Form 8-K dated March 14, 1995).

4 (d)        1998 Stock Option Plan (incorporated by reference to Exhibit 4 to                                        --
             Registration Statement Form S-8 No. 333-70653).

10 (a)(i)    Employment Agreement dated as of October 9, 1996 between the                                             --
             Company and Barry E. Smith (incorporated by reference to Exhibit
             10(c) to the Company's Quarterly Report on Form 10-Q for the quarter
             ended December 31, 1997).

10(a)(ii)    Amendment dated as of October 1, 1998 to the Employment                                                  --
             Agreement dated as of October 9, 1996 between the Company and Barry
             E. Smith (incorporated by reference to Exhibit 10(h) to the
             Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998).

10(b)        Stock Purchase Agreement dated as of May 1, 1997 between NovaCare                                        --
             Employee Services, Inc. and James W. McLane (incorporated by
             reference to Exhibit 10(i) to the Company's Annual Report on Form
             10-K for the year ended June 30, 1998).

10 (c)(i)    Employment Agreement dated as of March 18, 1998 between the                                              --
             Company and Ronald G. Hiscock (incorporated by reference to Exhibit
             10(a) to the Company's Quarterly Report on Form 10-Q for the quarter
             ended March 31, 1998).

10(c)(ii)    First Amendment dated as of October 8, 1998 to the Employment                                            --
             Agreement dated as of March 18, 1998 between the Company and Ronald
             G. Hiscock (incorporated by reference to Exhibit 10(f) to the
             Company's Quarterly Report on Form 10-Q for the quarter ended
             September 30, 1998).


                                       2

<PAGE>

NovaCare, Inc.
Employee's Compensation Agreement
Prudent Buyer and Medicare Receivables Collection

10 (d)(i)    Amendment No. 2 to the Amended and Restated Employment Agreement                                         --
             dated as of May 30, 1999 between the Company and John H. Foster (incorporated
             by reference to Exhibit 10(d)(i) to the Company's Annual Report on Form 10-K
             for the year ended June 30, 1999).

10(d)(ii)    Amended and Restated Employment Agreement dated as of July 1,                                            --
             1998 between the Company and John H. Foster (incorporated by
             reference to Exhibit 10(a) to the Company's Quarterly Report on Form
             10-Q for the quarter ended September 30, 1998).

10(d)(iii)   Amendment dated September 1, 1998 to the Amended and Restated                                            --
             Employment Agreement dated as of July 1, 1998 between the Company
             and John H. Foster (incorporated by reference to Exhibit 10(b) to
             the Company's Quarterly Report on Form 10-Q for the quarter ended
             September 30, 1998).

10 (e)       Employment Agreement dated as of May 30, 1999 between the                                                --
             Company and Timothy E. Foster (incorporated by reference to Exhibit
             10(a) to the Company's Current Report Form 8-K dated July 1, 1999).

10 (f)       Employment Agreement dated as of May 30, 1999 between the Company                                        --
             and James W. McLane (incorporated by reference to Exhibit 10(b) to
             the Company's Current Report on Form 8-K dated July 1, 1999).

10 (g)       Employment Agreement dated as of May 30, 1999 between the Company                                        --
             and Robert E. Healy, Jr. (incorporated by reference to Exhibit 10(c)
             to the Company's Current Report on Form 8-K dated July 1, 1999).

10(h) (i)    Revolving Credit Facility Agreement dated as of May 27, 1994 by                                          --
             and among NovaCare and certain of its subsidiaries and PNC Bank,
             First Union National Bank of North Carolina, Mellon Bank, N.A.,
             Nations Bank of North Carolina, N.A., CoreStates Bank, N.A., and
             National Westminster Bank, N.A. (incorporated by reference to
             Exhibit 10(g) to the Company's Quarterly Report on Form 10-Q for the
             quarter ended March 31, 1994).

10(h)(ii)    Revolving Credit Facility Credit Agreement First Amendment                                               --
             dated as of September 20, 1994 by and among NovaCare and certain of
             its subsidiaries and PNC Bank, N.A., First Union National Bank of
             North Carolina, Mellon Bank, N.A., Nations Bank of North Carolina,
             N.A., CoreStates Bank, N.A., and National Westminster Bank, N.A.
             (incorporated by reference to Exhibit 10(a) to the Company's
             Quarterly Report on Form 10-Q for the quarter ended December 31,
             1994).

10(h)(iii)   Revolving Credit Facility Agreement Second Amendment dated as                                            --
             of November 28, 1994 by and among NovaCare and certain of its
             subsidiaries and PNC Bank, N.A., First Union National Bank of North
             Carolina, Mellon Bank, N.A., Nations Bank of North Carolina, N.A.,
             CoreStates Bank, N.A., National Westminster Bank, N.A., and Fleet
             Bank of Massachusetts, N.A. (incorporated by reference to Exhibit
             10(b) to the Company's Quarterly Report on Form 10-Q for the quarter
             ended December 31, 1994).


                                       3

<PAGE>

NovaCare, Inc.
Employee's Compensation Agreement
Prudent Buyer and Medicare Receivables Collection

10(h)(iv)    Revolving Credit Facility Agreement Third Amendment dated as                                             --
             of May 15, 1995 by and among NovaCare and certain of its
             subsidiaries and PNC Bank, N.A., First Union National Bank of North
             Carolina, Mellon Bank, N.A., Nationsbank, N.A. (Carolina),
             CoreStates Bank, N.A., NatWest Bank, N.A., and Fleet Bank of
             Massachusetts, N.A. (incorporated by reference to Exhibit 10(a) to
             the Company's Quarterly Report on Form 10-Q for the quarter ended
             September 30, 1995).

10(h)(v)     Revolving Credit Facility Agreement Fourth Amendment dated as                                            --
             of May 19, 1995 by and among NovaCare and certain of its
             subsidiaries and PNC Bank, N.A., First Union National Bank of North
             Carolina, Mellon Bank, N.A., Nationsbank, N.A. (Carolina),
             CoreStates Bank, N.A., NatWest Bank, N.A., and Fleet Bank of
             Massachusetts (incorporated by reference to Exhibit 10 (a) to the
             Company's Quarterly Report on Form 10-Q for the quarter ended
             September 30, 1995).

10(h)(vi)    Revolving Credit Facility Agreement Fifth Amendment dated as                                             --
             of June 30, 1996 by and among NovaCare and certain of its
             subsidiaries and PNC Bank, N.A., First Union National Bank of North
             Carolina, Mellon Bank, N.A., Nationsbank, N.A. (Carolina),
             CoreStates Bank, N.A., and Fleet Bank of Massachusetts
             (incorporated by reference to Exhibit 10(j) (vi) to the Company's
             Annual Report on Form 10-K for the year ended June 30, 1996).

10(h)(vii)   Revolving Credit Facility Agreement Sixth Amendment dated as                                             --
             of June 30, 1996 by and among NovaCare and certain of its
             subsidiaries and PNC Bank, N.A., CoreStates Bank, N.A., First Union
             National Bank of North Carolina, Fleet Bank of Massachusetts, N.A.,
             Mellon Bank, N.A. and Nationsbank, N.A. (incorporated by reference
             to Exhibit 10(j)(vii) to the Company's Annual Report on Form 10-K
             for the year ended June 30, 1996).

10(h)(viii)  Revolving Credit Facility Agreement Seventh Amendment dated                                              --
             as of November 4, 1996 by and among NovaCare and certain of its
             subsidiaries and PNC Bank, N.A., First Union National Bank of North
             Carolina, Mellon Bank, N.A., Nationsbank, N.A. (Carolina),
             CoreStates Bank, N.A., and Fleet Bank of Massachusetts, N.A.
             (incorporated by reference to Exhibit 10(a) to the Company's
             Quarterly Report on Form 10-Q for the quarter ended September 30, 1996).

10(h)(ix)    Revolving Credit Facility Agreement Eighth Amendment dated as                                            --
             of January 30, 1997 by and among NovaCare and certain of its
             subsidiaries and PNC Bank, N.A., First Union National Bank of North
             Carolina, Mellon Bank, N.A., Nationsbank, N.A., CoreStates Bank,
             N.A., Fleet Bank of Massachusetts, N.A., The Bank of New York, and
             SunTrust Bank (Central Florida), N.A. (incorporated by reference to
             Exhibit (10)(j)(ix) to the Company's Annual Report on Form 10-K for
             the year ended June 30, 1998).


                                       4

<PAGE>

NovaCare, Inc.
Employee's Compensation Agreement
Prudent Buyer and Medicare Receivables Collection

10(h)(x)     Revolving Credit Facility Agreement Ninth Amendment dated as of                                          --
             January 30, 1997 by and among NovaCare and certain of its
             subsidiaries and PNC Bank, N.A., First Union National Bank of North
             Carolina, Mellon Bank, N.A., Nationsbank, N.A., CoreStates Bank,
             N.A., Fleet Bank of Massachusetts, N.A., The Bank of New York, and
             SunTrust Bank (Central Florida), N.A. (incorporated by reference to
             Exhibit 10(j)(x) to the Company's Annual Report on Form 10-K for the
             year ended June 30, 1998).

10(h)(xi)    Revolving Credit Facility Agreement Tenth Amendment dated as of                                          --
             March 31, 1997 by and among NovaCare and certain of its subsidiaries
             and PNC Bank, N.A., First Union National Bank of North Carolina,
             Mellon Bank, N.A., Nationsbank, N.A., CoreStates Bank, N.A., Fleet
             National Bank, The Bank of New York, and SunTrust Bank (Central
             Florida), N.A. (incorporated by reference to Exhibit 10(j)(xi) to
             the Company's Annual Report on Form 10-K for the year ended June 30, 1997).

10(h)(xii)   Revolving Credit Facility Agreement Eleventh Amendment dated                                             --
             as of June 27, 1997 by and among NovaCare and certain of its
             subsidiaries and PNC Bank, N.A., First Union National Bank of North
             Carolina, Mellon Bank, N.A., Nationsbank, N.A., CoreStates Bank,
             N.A., Fleet National Bank, The Bank of New York, SunTrust Bank
             (Central Florida), N.A., and Bank One (Kentucky), N.A. (incorporated
             by reference to Exhibit 10(j)(xii) to the Company's Annual Report on
             Form 10-K for the year ended June 30, 1998).

10(h)(xiii)  Revolving Credit Facility Agreement Twelfth Amendment dated                                              --
             as of September 30, 1997 by and among NovaCare and certain of its
             subsidiaries and PNC Bank, N.A., First Union National Bank, Mellon
             Bank, N.A., NationsBank, N.A., Corestates Bank, N.A., Fleet Bank,
             The Bank of New York, SunTrust Bank (Central Florida) N.A., Bank
             One (Kentucky) N.A., The Fuji Bank, Limited (New York Branch),
             Crestar Bank, Bank of Tokyo-Mitsubishi Trust Company, and AmSouth
             Bank (incorporated by reference to Exhibit 10(a) to the Company's
             Quarterly Report on Form 10-Q for the quarter ended September 30,
             1997).

10(h)(xiv)   Revolving Credit Facility Agreement Thirteenth Amendment dated                                           --
             as of November 17, 1997 by and among NovaCare and certain of its
             subsidiaries and PNC Bank N.A., Corestates Bank, N.A., First Union
             National Bank, Fleet National Bank, Mellon Bank, N.A., The Bank of
             New York, SunTrust Bank (Central Florida) N.A., Bank One (Kentucky)
             N.A., The Fuji Bank, Limited (New York Branch), Crestar Bank, Bank
             of Tokyo-Mitsubishi Trust Company, AmSouth Bank (incorporated by
             reference to Exhibit 10(b) to the Company's Quarterly Report on
             Form 10-Q for the quarter ended March 31, 1998).

10(h)(xv)    Revolving Credit Facility Agreement Fourteenth Amendment dated                                           --
             as of February 24, 1998 by and among NovaCare and certain of its
             subsidiaries and PNC Bank, N.A., Corestates Bank, N.A., First Union
             National Bank, Fleet National Bank, Mellon Bank, N.A., The Bank of
             New York, SunTrust Bank (Central Florida) N.A., Bank One (Kentucky)
             N.A., The Fuji Bank, Limited (New York Branch), Crestar Bank, Bank
             of Tokyo-Mitsubishi Trust Company, AmSouth Bank (incorporated by
             reference to Exhibit 10(c) to the Company's Quarterly Report on
             Form 10-Q for the quarter ended March 31, 1998).


                                       5

<PAGE>

NovaCare, Inc.
Employee's Compensation Agreement
Prudent Buyer and Medicare Receivables Collection

10(h)(xvi)   Revolving Credit Facility Agreement Fifteenth Amendment dated                                            --
             as of February 27, 1998 by and among NovaCare and certain of its
             subsidiaries and PNC Bank, N.A., Corestates Bank, N.A., First Union
             National Bank, Fleet National Bank, Mellon Bank, N.A., The Bank of
             New York, SunTrust Bank (Central Florida) N.A., Bank One (Kentucky)
             N.A., The Fuji Bank, Limited (New York Branch), Crestar Bank, Bank
             of Tokyo-Mitsubishi Trust Company, AmSouth Bank (incorporated by
             reference to Exhibit 10(d) to the Company's Quarterly Report on
             Form 10-Q for the quarter ended March 31, 1998).

10(h)(xvii)  Revolving Credit Facility Agreement Sixteenth Amendment dated                                            --
             as of March 30, 1998 by and among NovaCare and certain of its
             subsidiaries and PNC Bank, N.A., Corestates Bank, N.A., First Union
             National Bank, Fleet National Bank, Mellon Bank, N.A., The Bank of
             New York, SunTrust Bank (Central Florida) N.A., Bank One (Kentucky)
             N.A., The Fuji Bank, Limited (New York Branch), Crestar Bank, Bank
             of Tokyo-Mitsubishi Trust Company, AmSouth Bank (incorporated by
             reference to Exhibit 10(e) to the Company's Quarterly Report on
             Form 10-Q for the quarter ended March 31, 1998).

10(h)(xviii) Revolving Credit Facility Agreement Seventeenth Amendment                                                --
             dated as of June 30, 1998 by and among NovaCare and certain of its
             subsidiaries and PNC Bank, N.A., First Union National Bank, Fleet
             National Bank, Mellon Bank, N.A., Nations Bank, N.A., The Bank of
             New York, SunTrust Bank (Central Florida) N.A., Bank One (Kentucky)
             N.A., The Fuji Bank, Limited (New York Branch), Crestar Bank, Bank
             of Tokyo-Mitsubishi Trust Company, AmSouth Bank, Bank of America NT
             & SA, Comerica Bank, Credit Lyonnais (New York Branch), Cooperative
             Centrale Raiffersen-Boerenleenbank B.A., "Rabobank Nederaland",
             (New York Branch), The Tokai Bank, Limited (New York Branch),
             Toronto Dominion (Texas), Inc. (incorporated by reference to
             Exhibit 10(i) (xviii) to the Company's Annual Report on Form 10-K
             for the year ended June 30, 1998).

10(h)(xix)   Revolving Credit Facility Agreement Eighteenth Amendment dated                                           --
             as of December 18, 1998 by and among NovaCare and certain of its
             subsidiaries and PNC Bank N.A., First Union National Bank, Fleet
             National Bank, Mellon Bank, N.A., Nations Bank, N.A., The Bank of
             New York, SunTrust Bank (Central Florida) N.A., Bank One (Kentucky)
             N.A., The Fuji Bank, Limited (New York Branch), Crestar Bank, Bank
             of Tokyo-Mitsubishi Trust Company, AmSouth Bank, Bank of America NT
             and SA, Comerica Bank, Credit Lyonnais (New York Branch),
             Cooperative Centrale Raiffersen- Boerenleenbank B.A., "Rabobank
             Nederland" (New York Branch), The Tokai Bank, Limited (New York
             Branch), Toronto Dominion (Texas), Inc. (incorporated by reference
             top Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q
             for the quarter ended March 31, 1999).


                                       6

<PAGE>

NovaCare, Inc.
Employee's Compensation Agreement
Prudent Buyer and Medicare Receivables Collection

10(h)(xx)    Revolving Credit Facility Agreement Nineteenth Amendment dated                                           --
             as of March 31, 1999 by and among NovaCare and certain of its
             subsidiaries and PNC Bank N.A, First Union National Bank, Fleet
             National Bank, Mellon Bank, N.A., Nations Bank, N.A., The Bank of
             New York, SunTrust Bank (Central Florida) N.A., Bank One (Kentucky)
             N.A., The Fuji Bank, Limited (New York Branch), Crestar Bank, Bank
             of Tokyo-Mitsubishi Trust Company, AmSouth Bank, Bank of America NT
             and SA, Comerica Bank, Credit Lyonnais (New York Branch),
             Cooperative Centrale Raiffersen-Boerenleenbank B.A., "Rabobank
             Nederland" (New York Branch), The Tokai Bank, Limited (New York
             Branch), Toronto Dominion (Texas), Inc. (incorporated by reference
             to Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q for
             the quarter ended March 31, 1999).

10(h)(xxi)   Revolving Credit Facility Agreement Twentieth Amendment dated                                            --
             as of April 19, 1999 by and among NovaCare and certain of its
             subsidiaries and PNC Bank N.A, First Union National Bank, Fleet
             National Bank, Mellon Bank, N.A., Nations Bank, N.A., The Bank of
             New York, SunTrust Bank (Central Florida) N.A., Bank One (Kentucky)
             N.A., The Fuji Bank, Limited (New York Branch), Crestar Bank, Bank
             of Tokyo-Mitsubishi Trust Company, AmSouth Bank, Bank of America NT
             and SA, Comerica Bank, Credit Lyonnais (New York Branch),
             Cooperative Centrale Raiffersen-Boerenleenbank B.A., "Rabobank
             Nederland" (New York Branch), The Tokai Bank, Limited (New York
             Branch), Toronto Dominion (Texas), Inc. (incorporated by reference
             to Exhibit 10(c) to the Company's Quarterly Report on Form 10-Q for
             the quarter ended March 31, 1999).

10(h)(xxii)  Revolving Credit Facility Agreement Twenty First Amendment                                               --
             dated as of April 19, 1999 by and among NovaCare and certain of its
             subsidiaries and PNC Bank N.A, First Union National Bank, Fleet
             National Bank, Mellon Bank, N.A., Nations Bank, N.A., The Bank of
             New York, SunTrust Bank (Central Florida) N.A., Bank One (Kentucky)
             N.A., The Fuji Bank, Limited (New York Branch), Crestar Bank, Bank
             of Tokyo-Mitsubishi Trust Company, AmSouth Bank, Bank of America
             N.A., Comerica Bank, Credit Lyonnais (New York Branch), Cooperative
             Centrale Raiffersen-Boerenleenbank B.A., "Rabobank Nederland" (New
             York Branch), The Tokai Bank, Limited (New York Branch), Toronto
             Dominion (Texas), Inc. (incorporated by reference to Exhibit 10(h)(xxii)
             to the Company's Annual Report on Form 10-K for the year ended
             June 30, 1999).

10(h)(xxiii) Revolving Credit Facility Agreement dated as of October 18, 1999 by and                                  --
             among NovaCare and certain of its subsidiaries and PNC Bank N.A.  (incorporated
             by reference to Exhibit 10(a) to the Company's Current Report on Form 8-K
             dated November 2, 1999).


                                       7

<PAGE>

NovaCare, Inc.
Employee's Compensation Agreement
Prudent Buyer and Medicare Receivables Collection

10 (i)       Supplemental Benefits Plan as amended to date (incorporated by                                           --
             reference to Exhibit 10(k) to the Company's Annual Report on Form
             10-K for the year ended June 30, 1998).

10 (j)       Subscriber Services Agreement dated as of July 1, 1999 between                                          --
             NovaCare, Inc. and NovaCare Employee Services, Inc. (incorporated by
             reference to Exhibit 10(b) to the Company's Current Report on Form 8-K
             dated November 2, 1999).

10(k)(i)     Amended and Restated Employment Agreement dated as of September 27, 2000                                 --
             between the Company and David R. Burt (incorporated by reference to Exhibit 10(k)(i)
             to the Company's Quarterly Report on Form 10-Q for the quarter ended September
             30, 1991).

10(k)(ii)    Convertible Subordinated Note dated as of September 27, 2000 issued by the                               --
             Company to David R. Burt (incorporated by reference to Exhibit 10(k)(ii)
             to the Company's Quarterly Report on Form 10-Q for the quarter ended September
             30, 2000).

21           Subsidiaries of the Company (previously filed).                                                          --

24           Power of Attorney (see "Power of Attorney" in Form 10-K).                                                --

</TABLE>

         Copies of the exhibits filed with this Annual Report on Form 10-K or
incorporated by reference herein do not accompany copies hereof for distribution
to shareholders of the Company. The Company will furnish a copy of any of such
exhibits to any stockholder requesting the same.

         Exhibits denoted by an asterisk (*) were filed prior to the Company's
adoption of filing via EDGAR.


                                       8