SEPARATION AGREEMENT

 

                              SEPARATION AGREEMENT
                              --------------------

          THIS SEPARATION AGREEMENT dated as of June 30, 1996 by and among HOME
HEALTH CORPORATION OF AMERICA, INC. ("HHCA"), a Pennsylvania corporation, HOME
                                      ----                                    
HEALTH CORPORATION OF DELAWARE, INC. ("HHCOD"), a Delaware corporation, HHCD,
                                       -----                                 
INC. ("HHCD"), a Delaware corporation, HHCDME, INC. ("HHCDME"), a Delaware
       ----                                           ------              
corporation (HHCA, HHCOD, HHCD, and HHCDME are each sometimes individually
referred to herein as a "Company" and are sometimes collectively referred to
                         -------                                            
herein as the "Companies"), STEVEN R. ALTSHULER ("Mr. Altshuler"), an adult
               ---------                          -------------            
individual, JANE E. ALTSHULER ("Ms. Altshuler"), an adult individual, WILLIAM W.
                                -------------                                   
MOSES ("Mr. Moses"), an adult individual, and ANDRA H. MOSES ("Ms. Moses"), an
        ---------                                              ---------      
adult individual (Mr. Altshuler, Ms. Altshuler, Mr. Moses, and Ms. Moses are
each sometimes individually referred to herein as an "Employee" and are
                                                      --------         
sometimes collectively referred to herein as the "Employees").
                                                  ---------   

                                   BACKGROUND
                                   ----------

          A.  The Employees are employed by HHCOD and have served as officers of
HHCOD since March 3, 1995 pursuant to those certain Employment Agreements dated
March 3, 1995 between HHCOD and each of the Employees (each being individually
referred to herein as an "Employment Agreement" and all such Employment
                          --------------------
Agreements being collectively referred to herein as the "Employment
                                                         ----------
Agreements").
- ------------

          B.  The Employees and the Companies have agreed that it is in their
mutual best interests for the Employees to resign as officers and employees of
HHCOD and to settle any and all claims which they may have against one another
under the Employment Agreements and the Incentive Compensation Plan (as
hereinafter defined), on the terms and subject to the conditions of this
Agreement.

          C.  In connection with such settlement, the Employees and the
Companies have agreed to modify and amend certain agreements, documents, and
instruments to which they are a party with one another which were entered into
concurrently with the execution of the Employment Agreements, on the terms and
subject to the conditions of this Agreement.

          NOW, THEREFORE, in consideration of the mutual promises, covenants,
and agreements contained herein and intending to be legally bound hereby, the
parties hereto covenant and agree as set forth below.

          Section 1.  Defined Terms.  As used herein, the following terms shall
                      -------------                                            
have the meanings indicated in this Section 1, unless the context otherwise
requires.

               "Act" shall mean the Securities Act of 1933, as amended, and any
                ---                                                            
     and all rules and regulations promulgated thereunder.

               "Agency" shall mean Professional Home Health Care Agency, Inc., a
                ------                                                          
     Delaware non-profit corporation now known as Professional Transaction
     Processing, Inc.

               "Agreement" shall mean this Separation Agreement and any
                ---------                                              
     amendments and modifications hereto.

               "Altshulers" shall mean, collectively, Ms. Altshuler and Mr.
                ----------                                                 
     Altshuler.

               "Claims" shall mean, collectively and with respect to any
                ------                                                  
     applicable matter, any and all actions, causes of action, suits, debts,
     claims, and demands arising from or relating to such matter.

               "Closing Date" shall mean March 3, 1995, the date on which the
                ------------                                                 
     Purchase and Sale Transactions were completed.

               "Company" and "Companies" shall each have the meaning given to
                -------       ---------                                      
     those terms in the heading of this Agreement.

               "Companies' Affiliates" shall have the meaning given to that term
                ---------------------                                           
     in Section 12 hereof.

               "Consulting Period" shall mean the twenty-four (24) month period
                -----------------                                              
     commencing on July 1, 1996 and ending on June 30, 1998.

               "Default" shall mean, (i) with respect to any party hereto, such
                -------                                                        
     party's breach or violation of any term, condition, covenant, agreement,
     representation, or warranty contained in this Agreement which is not cured
     within twenty (20) days after such party's receipt of written notice of
     such breach or violation from the non-defaulting party, except as otherwise
     provided under clause (ii) hereof, or (ii) with respect to any Company, a
     breach or violation of the payment obligations under Sections 3(c) or 4(c)
     hereof which is not cured within twenty (20) days after (A) its receipt of
     written notice of such breach or violation from the Employees if the
     Employees are required to provide such notice as hereinafter set forth, or
     (B) such breach or violation if the Employees are not required to provide
     such notice as hereinafter set forth; it being understood and agreed that
     the Employees shall not be required to provide the Companies with written
     notice of any breach or violation

     by the Companies under Sections 3(c) or 4(c) hereof on more than two (2)
     occasions during any calendar year.

               "Effective Date" shall mean June 30, 1996.
                --------------                           

               "Employee" and "Employees" shall each have the meaning given to
                --------       ---------                                      
     those terms in the Background provisions of this Agreement.

               "Employee Affiliates" shall have the meaning given to that term
                -------------------                                           
     in Section 12 hereof.

               "Employment Agreements" and "Employment Agreement" shall each
                ---------------------       --------------------            
     have the meaning given to those terms in the heading of this Agreement.

               "Excluded Claims" shall mean, collectively, the Claims of any
                ---------------                                             
     party hereto arising out of another party's Default.

               "Guaranty" shall mean the Full Payment Guaranty dated the Closing
                --------                                                        
     Date executed and delivered by HHCA to and in favor of the Employees, M.
     Altshuler, Master Supply, and Agency.

               "HHCA," "HHCOD," "HHCD," and "HHCDME" shall each have the meaning
                ----    -----    ----        ------                             
     given to those terms in the heading of this Agreement.

               "Incentive Compensation Plan" shall mean the Executive Employee
                ---------------------------                                   
     Incentive Compensation Plan dated the Closing Date by and among HHCOD and
     the Employees.

               "Indemnification Agreement" shall mean the Indemnification
                -------------------------                                
     Agreement dated the Closing Date by and among the Companies, Master Supply,
     Agency, and the Employees.

               "Insurance Coverage" shall have the meaning given to that term in
                ------------------                                              
     Section 2(c)(i) hereof.

               "Master Supply" shall mean Master Medical Supply Co., Inc., a
                -------------                                               
     Delaware corporation now known as Master Management Services, Inc.

               "M. Altshuler" shall mean Milton Altshuler, an adult individual.
                ------------                                                   

               "Mr. Altshuler", "Ms. Altshuler", "Mr. Moses", and "Ms. Moses"
                -------------    -------------    ---------        --------- 
     shall each having the meaning given to those terms in the heading of this
     Agreement.

               "Non-Competition Period" shall mean, for the purposes of Section
                ----------------------                                         
     2(e)(i) hereof, the period commencing on the Effective Date and ending on
     March 1, 2000.

               "Obligations" shall mean, collectively, all liabilities, duties,
                -----------                                                    
     and obligations of the Companies to the Employees under this Agreement
     (including, without limitation, amounts due and owing to the Employees
     under Sections 2, 3, 4, 5, and 6 hereof) and the Promissory Note (as
     modified hereby).

               "Professional Services" shall mean Professional Home Health
                ---------------------                                     
     Services, Inc., a Delaware corporation and wholly-owned subsidiary of
     HHCOD.

               "Professional Services Sale" shall mean the Purchase and Sale
                --------------------------                                  
     Transaction completed under and pursuant to that certain Stock Purchase
     Agreement dated March 3, 1995, by and among HHCOD, Mr. Moses, M. Altshuler,
     and the Altshulers, whereby HHCOD purchased all of the issued and
     outstanding capital stock of Professional Services.

               "Promissory Note" shall mean the Promissory Note dated the
                ---------------                                          
     Closing Date in the original principal amount of One Million Four Hundred
     Seventy-Five Thousand Dollars ($1,475,000) executed and delivered by HHCOD
     and Professional Services, as co-makers, in favor of the Employees in
     accordance with Schedule "A" thereto.
                     ------------         

               "Purchase and Sale Transactions" shall mean, collectively, the
                ------------------------------                               
     purchase and sale transactions described in the recitals to the
     Indemnification Agreement, pursuant to which, among other things, (i)
     Master Supply sold substantially all of its assets to HHCDME, (ii) Agency
     sold substantially all of its assets to HHCD, and (iii) HHCOD acquired all
     of the issued and outstanding capital stock of Professional Services, on
     the terms and subject to the conditions of the Transaction Documents
     related thereto.

               "Securities Laws" shall mean, collectively, (i) the Act, and (ii)
                ---------------                                                 
     any and all applicable state securities laws, rules, and regulations.

               "Shares" shall mean, collectively, the 100,000 shares of HHCA's
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     Class B Common Stock, par value $.10 per share heretofore issued by HHCA to
     the Employees in connection with the Purchase and Sale Transactions and
     pursuant to the Subscription Agreement, which shares of Class B Common
     Stock of HHCA were subsequently converted into 100,000 shares of HHCA's
     Common Stock, no par value, pursuant to a Plan of Recapitalization adopted
     by HHCA's Board of Directors on September 6, 1995.

               "Subscription Agreement" shall mean the Subscription Agreement
                ----------------------                                       
     dated the Closing Date by and among HHCA and the Employees.

               "Transaction Documents" shall mean, collectively, those
                ---------------------                                 
     agreements, documents, and instruments executed by the parties hereto in
     connection with the Purchase and Sale Transactions (including, without
     limitation, the Employment Agreements, the Incentive Compensation Plan, the
     Promissory Note, the Indemnification Agreement, the Guaranty, and the
     Subscription Agreement),

               "Transition Period" shall mean the three (3) month period
                -----------------                                       
     beginning on July 1, 1996 and ending on September 30, 1996.

          2.  Employment Agreements.
              --------------------- 

                  (a) Termination.  Subject to the provisions of this Section 2
                      -----------
and the other provisions hereof, the Companies and the Employees agree that, as
of the Effective Date, the Employment Agreements shall be terminated, cancelled,
null, void, and of no further force or effect.

                  (b) Resignations.  By reason of Section 2(a) hereof, on the
                      ------------
Effective Date, each Employee shall execute and deliver to HHCOD such Employee's
formal resignation as an officer and employee of HHCOD. Subject to those duties
required to be performed by Mr. Altshuler and Mr. Moses during the Transition
Period pursuant to Section 7 hereof and those actions that may be required to be
taken by the Employees pursuant to Section 21 hereof, (i) the Employees shall
have no further duty or obligation to perform services for or on behalf of the
Companies under the Employment Agreements after the Effective Date, and (ii) the
Employees shall no longer be authorized to represent, enter into contracts or
agreements, to incur any expenses or liabilities, or to take any other action,
on behalf of any Company after the Effective Date.

                  (c) Benefits.  As an inducement for the Employees to terminate
                      --------
and cancel the Employment Agreements in accordance herewith, the Companies shall
pay or provide, as appropriate, the following:

                       (i)  During the twenty-four (24) month period subsequent
     to the Effective Date, the Companies shall provide, at their cost and
     expense, as the sole benefit to be provided to the Employees in
     consideration of the termination and cancellation of the Employment
     Agreements, that family health, insurance coverage that is currently made
     available to the Employees pursuant to Section 2.3(e) of each Employment
     Agreement in accordance with the existing terms thereof (collectively, the
     "Insurance Coverage").
      ------------------

                       (ii)  Subsequent to the twenty-four (24) month period
     referred to in Section 2(c)(i) hereof, the Employees shall be eligible to
     continue the Insurance Coverage under the Companies' group health plan(s)
     to the extent required by the Consolidated Omnibus Budget Reconciliation
     Act of 1986, as amended.

                       (iii)  In addition to the benefits described above, (A)
     each Employee shall be entitled to receive, to the extent consistent with
     past practice, those benefits described in Section 2.3 of the Employment
     Agreement to which such Employee is a party for the period of time through
     and including the Effective Date, (B) each Employee shall be entitled to
     any benefits under the 401(k) Plan provided to such Employee under Section
     2.3(b) of the Employment Agreement to which such Employee is a party, to
     the extent that such benefits have vested in accordance with the terms and
     conditions of such plan(s) as of the Effective Date, and (C) each Employee
     shall be entitled to any vested benefits under the pension and similar
     plans provided to such Employee under Section 2.3(b) of the Employment
     Agreement to which such Employee is a party, to the extent that such
     benefits have vested in accordance with the terms and conditions of such
     plan(s) as of the Effective Date.

                  (d)  Return of Proprietary Materials.  In connection with the
                       -------------------------------                         
transactions contemplated hereby, the Employees will return to HHCOD any and all
notes, memoranda, drawings, computer disks, specifications, programs, data or
other materials in their possession that contain, incorporate, or embody, to
their knowledge, Confidential Information (as such term is defined in the
Employment Agreements).

                  (e)  Covenant Not to Compete; Nondisclosure.  Notwithstanding
                       --------------------------------------
the termination and cancellation of the Employment Agreements:

                       (i)  Each Employee agrees to remain bound by the covenant
     not to compete set forth in Section 6 of the Employment Agreement to which
     such Employee is a party for and during the Non-Competition Period (as
     herein defined); provided, however, the Employees' duties and obligations
     to comply with such covenant not to compete shall be conditioned upon the
     Companies' full and complete compliance with the terms and conditions of
     this Agreement (it being understood and agreed that the Companies' payment
     of amounts payable hereunder to the Escrow Agent (as hereinafter defined)
     in accordance with the provisions of Section 11(b) hereof shall not, for
     purposes of this clause (i), constitute a failure by the Companies to be in
     full and complete compliance with this Agreement); and

                       (ii)  Each Employee agrees to remain bound by the
     nondisclosure covenant set forth in Section 7 of the

     Employment Agreement to which such Employee is a party for the period
     referred to therein.

          3.   Consulting Arrangement.
               ---------------------- 

                  (a)  Engagement.  Notwithstanding the termination and
                       ----------
cancellation of the Employment Agreements to which the Altshulers are a party,
the Companies have determined that it is in their best interests to engage the
Altshulers as consultants to the Companies during the Consulting Period in light
of their knowledge, experience, and expertise in the home health care business.
By reason thereof, the Companies hereby engage the Altshulers to provide those
limited consulting services set forth below and the Altshulers accept such
engagement, on the terms and subject to the conditions set forth in this Section
3.

                  (b)  Consulting Duties.  Subject to the limitations set forth
                       -----------------
herein, during the Consulting Period, the Altshulers shall, as and when
requested by a designated officer of HHCA, provide consulting services to the
Companies relating and pertaining to the management and operation of the
Companies' home health care operations in Delaware (including, in particular,
Medicare, reimbursement, and related matters). Notwithstanding anything
contained herein to the contrary, (i) the nature and extent of consulting duties
required to be performed by the Altshulers hereunder shall be reasonably
satisfactory to both the Altshulers and the Companies, and (ii) the Altshulers
shall be permitted to discharge all such consulting duties from their residence
and shall not be required to be present at the Companies' facilities in
connection therewith.

                  (c)  Consulting Fee.  In consideration of the Altshulers
                       --------------
agreement to provide consulting services hereunder during the Consulting Period,
the Companies shall pay to the Altshulers a consulting fee in the aggregate
amount of Four Hundred Thousand Dollars ($400,000), which consulting fee shall
be due and payable in twenty-four (24) equal successive monthly installments of
Sixteen Thousand Six Hundred Sixty-Six Dollars and Sixty-Seven Cents
($16,666.67) each commencing on July 1, 1996 and continuing on the same day of
each month thereafter through and including June 1, 1998 until the entire
consulting fee has been paid in full. The duty and obligation of the Companies
to pay the consulting fee described herein to the Altshulers shall be unaffected
by the death or disability of either or both of the Altshulers.

          4.   Termination of Incentive Compensation Plan; Additional
               ------------------------------------------------------
Consideration for Professional Services Sale.
- -------------------------------------------- 

                  (a)  Background of Incentive Compensation Plan.  The parties
                       -----------------------------------------
hereto recognize, acknowledge, and agree that payments due and owing by HHCOD
under the Incentive Compensation Plan represented additional consideration for
the Professional

Services Sale notwithstanding any contrary characterization therein set forth.
In connection with the transactions described herein, (i) the Companies have
required the Incentive Compensation Plan to be terminated and for the Employees
to waive their right to all payments thereunder, and (ii) as an inducement
therefor, the Companies have agreed to increase the consideration due and
payable by the Companies for the Professional Services business purchased in
connection with the Professional Services Sale on the terms and conditions
hereinafter set forth.

                  (b)  Termination.  Subject to the provisions of this Section 4
                       -----------
and the other provisions of this Agreement, the Companies and the Employees
agree that, as of the Effective Date, the Incentive Compensation Plan shall be
terminated, cancelled, null, void, and of no further force or effect.

                  (c)  Additional Consideration.  The Companies agree to pay to
                       ------------------------
the Employees, as additional consideration for the Professional Services
business purchased in connection with the Professional Services Sale, the sum of
Seven Hundred Twenty-Five Thousand Dollars ($725,000). Such additional
consideration shall be due and payable by the Companies in twenty-four (24)
equal successive monthly installments of Thirty Thousand Two Hundred Eight
Dollars and Thirty-Three Cents ($30,208.33) each commencing on July 1, 1996 and
continuing on the same day of each month thereafter through and including June
1, 1998 until all such additional consideration has been paid in full. The
amount to be paid pursuant to this Section 4(c) shall be allocated among the
Employees and M. Altshuler as the Employees may determine and set forth in a
written notice to the Companies and each of the Employees hereby agrees to
indemnify and hold the Companies harmless from and against any liability or
expense (including reasonable attorneys' fees) incurred by any of the Companies
in connection with any Claim brought by any of the Employees or by M. Altshuler
disputing the allocation of any amount which has been paid by the Companies
under this Section 4(c) and in accordance with the allocation described herein.

          5.   Modifications to Promissory Note.
               -------------------------------- 

                  (a)  Elimination of Principal Adjustments.  The adjustment
                       ------------------------------------
provisions contained in Section 5 of the Promissory Note are hereby deleted in
their entirety.

                  (b)  Modification to Default Provisions.  The provisions of
                       ----------------------------------
clause (iii) of Section 5 of the Promissory Note are hereby modified, amended,
and restated to read in its entirety as follows:

               "(iii)  Failure by HHCOD, HHCA, HHCDME, or HHCD, Inc. to pay any
          sum due under that certain Separation Agreement dated June 30, 1996,
          by and among HHCOD, HHCA, HHCDME, HHCD,

          Inc. and the Payees (other than Milton Altshuler), which failure
          continues beyond any cure period provided in such Separation
          Agreement,"

          6.   Subscription Agreement; Transferability of Shares.
               ------------------------------------------------- 

                  (a)  Elimination of Transferability Restriction.  The
                       ------------------------------------------
Subscription Agreement is modified and amended to delete the transferability
provisions contained in Section 5 thereof. The Employees shall be permitted to
transfer any and all Shares free of any restriction contained in the
Subscription Agreement so long as such transfer is made pursuant to and in
compliance with the Securities Laws including, without limitation, any transfer
made in accordance with Rule 144 promulgated under and pursuant to the Act.

                  (b)  Replacement Certificates.  If the share certificates
                       ------------------------
evidencing the Shares currently refer to any of the restrictions in the
Subscription Agreement being eliminated hereby, HHCA shall cause its transfer
agent to issue to the Employees on the Effective Date share certificates in
replacement thereof consistent with the intent and purposes of Section 6(a)
hereof, but which will contain the following legend thereon: "THIS SECURITY HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT
HAS BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION
FROM REGISTRATION IS AVAILABLE".

                  (c)  Cooperation; Assistance.  The Companies covenant and
                       -----------------------
agree to take any and all action reasonably requested by the Employees to
facilitate any transfer of the Shares desired by the Employees in accordance
with Section 6(a) hereof including, without limitation, causing the issuance of
an opinion from its counsel to the extent the issuance of such an opinion
required by HHCA's stock transfer agent; provided, however, that the Employees
shall reimburse the Companies for any reasonable out-of-pocket expenses that
they may incur in connection with any such action requested by the Employees
pursuant to this Section 6(c), other than the fees and expenses of the
Companies' counsel in connection with the issuance of such opinion, the cost of
which shall be equally shared by the Companies and the Employees (provided that
the Employees' share shall not exceed One Thousand Dollars ($1,000)).

                  (d)  Modification to Repurchase Option.  Notwithstanding the
                       ---------------------------------                      
provisions of Section 2 of the Subscription Agreement, the Employees shall have
the right to cause HHCA to repurchase all, or any portion of, the Shares at the
repurchase price set forth in Section 2 of the Subscription Agreement at any
time commencing on the Effective Date, which repurchase option shall expire one
(1) month subsequent to the date on which any such Shares could be transferred
without restriction pursuant to

Rule 144 promulgated under the Act (regardless of whether such transfer has
occurred) but only with respect to that number of Shares which could be so
transferred.

          7.   No Duty to Mitigate.  Notwithstanding anything contained herein
               -------------------                                            
to the contrary and notwithstanding any law, rule, or regulation requiring
otherwise, any amount received by the Employees after the Effective Date,
regardless of the source thereof, shall not serve to reduce any amount due and
payable by the Companies to any of the Employees under this Agreement and the
Transaction Documents (as modified or amended by this Agreement); provided,
however, notwithstanding the foregoing, any amount received by any Employee in
respect of unemployment compensation payable to and received by such Employee by
reason of such Employee's separation of employment with HHCOD shall reduce,
dollar for dollar, those amounts due and payable by the Companies under Sections
3(c) and 4(c) hereof.

          8.   Modification of Indemnification Agreement.
               ----------------------------------------- 

                  (a)  Indemnity Statute.  As an inducement for the Employees to
                       -----------------
enter into this Agreement, references to the "eighteen (18) month period
immediately following the Closing Date" in Section 9.6 of the Indemnification
Agreement are hereby substituted and replaced with the "fifteen (15) month
period immediately following the Closing Date."

                  (b)  Set-off Rights.  Any and all references in Section 9.10
                       --------------
of the Indemnification Agreement to the Promissory Note, the Subscription
Agreement, the Employment Agreements, the Reconciliation Agreement, and the
Incentive Compensation Plan shall take into account the modifications thereto
described herein and the Companies shall have no rights to set-off and/or
reduce, from amounts due and owing hereunder, any amounts due from the Employees
under the Indemnification Agreement unless and to the extent expressly permitted
by the provisions of Section 9.10 of the Indemnification Agreement; provided,
however, in no event shall the Companies be entitled to set-off against amounts
due and owing under Section 4(c) hereof.

          9.   Transition Period Duties.  During the Transition Period, (i) Mr.
               ------------------------                                        
Altshuler and Mr. Moses shall assist and cooperate with a designated HHCA
officer in connection with and in order to assure a smooth and orderly
transition of the management and supervision of HHCA's Delaware businesses from
the Employees to HHCA management, all in a manner which is reasonably
satisfactory to both (A) Mr. Altshuler and Mr. Moses, and (B) such HHCA officer,
(ii) regardless of whether Mr. Altshuler or Mr. Moses are required to be present
at HHCA's Delaware facilities pursuant to the provisions of this Section 9, Mr.
Altshuler and Mr. Moses shall use their reasonable efforts to be accessible (by
telephone or pager) to such HHCA officer at all reasonable times during normal
business hours for the purposes set forth herein, and (iii) neither Ms.
Altshuler nor Ms. Moses

shall be required to render any services on behalf of the Companies, other than
(A) those being provided by their spouses described in clauses (i) and (ii)
above, and (B) the duties of Ms. Altshuler under Section 3(b) hereof.

          10.  Representations and Warranties.
               ------------------------------ 

                       (a)  By Companies.  The Companies represent and warrant
                            ------------
to the Employees as follows:

                            (i)  The Companies are corporations duly organized,
     validly existing and in good standing under the laws of their respective
     jurisdiction of incorporation.

                            (ii)  The Companies have the corporate power to
     execute, deliver, and perform under this Agreement, and have taken all
     necessary corporate and other actions to authorize such execution,
     delivery, and performance.

                            (iii)  This Agreement constitutes a valid obligation
     of the Companies legally binding upon and enforceable against them in
     accordance with its terms.

                            (iv)  The execution and delivery of, and performance
     under, this Agreement will not violate or contravene any existing decree of
     any court, governmental authority, bureau or agency having jurisdiction
     over the Companies or the articles of incorporation, certificate of
     incorporation, by-laws, or similar organizational document of the Companies
     or of any mortgage, indenture, security agreement, contract, undertaking or
     other agreement to which any Company is a party or which purports to be
     binding upon any Company or any of such Company's properties or assets
     (including, without limitation, subordination agreements to which any
     Company is a party with its lenders and/or investors), and will not result
     in the creation or imposition of any lien, charge, encumbrance on, or
     security interest in, any of such Company's properties or assets pursuant
     to the provisions of any such mortgage, indenture, security agreement,
     contract, undertaking, or other agreement.

                            (v)  Since the Closing Date, no modifications or
     amendments have been made, adopted, or proposed to the provisions of any
     Company's by-laws relating to indemnification of such Company's directors,
     officers, employees, and other representatives, except that HHCA's by-laws
     were amended and restated effective upon the consummation of HHCA's public
     offering in November of 1995 and a copy of such amended and restated by-
     laws were previously provided to the Employees.

                       (b)  By Employees.  The Employees represent and warrant
to the Companies as follows:

                            (i)  The Employees have the power and capacity to
     execute, deliver, and perform under, this Agreement.

                            (ii)  This Agreement constitutes a valid obligation
     of the Employees legally binding upon and enforceable against them in
     accordance with their respective terms.

                            (iii)  The execution and delivery of, and
     performance under, this Agreement will not violate or contravene any
     existing decree of any court, governmental authority, bureau or agency
     having jurisdiction over the Employees or any mortgage, indenture, security
     agreement, contract, undertaking or other agreement to which any of the
     Employees is a party or which purports to be binding upon any Employee or
     any of such Employee's properties or assets.

          11.  Default; Acceleration; Remedies.
               ------------------------------- 

                  (a)  Default by Companies.  Upon the occurrence of any Default
                       --------------------
by the Companies or the occurrence of any Default under and as defined in the
Promissory Note, the Employees may, by written notice to the Companies, declare
all of the Obligations to be due and payable, whereupon the aggregate amount of
all of the Obligations, together with accrued interest thereon and all other
amounts payable thereunder, shall become immediately and automatically due and
payable, anything contained herein or in any other agreement, document, or
instrument evidencing the same to the contrary notwithstanding. Upon
acceleration of the outstanding Obligations, (i) such Obligations shall, until
paid, bear interest at the annual interest rate set forth in the Promissory
Note, which interest rate shall remain in effect following the entry of any
judgment against the Companies, and (ii) the Employees may exercise any and all
rights and remedies available at law or in equity against the Companies to
enforce and collect the outstanding Obligations.

                  (b)  Default by Employees.  Upon the occurrence of any Default
                       --------------------
by any of the Employees, the Companies may, at their option, (i) exercise any
and all rights and remedies available to the Companies under the Transaction
Documents (as modified by this Agreement); (ii) exercise any and all rights and
remedies available at law or in equity against the Employees to enforce the
terms of this Agreement and the Transaction Documents; and (iii) only upon the
occurrence of any Default under Section 2(e)(i) and Section 2(e)(ii) hereof,
discontinue making the payments due and owing pursuant to the Promissory Note
and seventy-two percent (72%) of those payments due and owing pursuant to
Sections 3(c) and 4(c) hereof directly to the Employees (collectively, the
"Payments"); provided, however, that
 --------    -----------------

in connection with exercising rights under this clause (iii), the Companies
shall:  (A) before taking action under paragraph (C) of this clause (iii),
provide written notice to the Employees of such Default as soon as practicable
after learning thereof (the "Employee Default Notice"), which Employee Default
                             -----------------------                          
Notice shall describe the alleged Default(s) and actions the Companies believe
are required to cure the Default; (B) before taking action under paragraph (C)
of this clause (iii), provide the Employees with ten (10) days following their
receipt of the Employee Default Notice within which to cure the Default; and (C)
if the Employees fail to cure such Default to the reasonable satisfaction of the
Companies within the aforesaid ten (10) day period, begin to make the Payments
on their respective due dates to the law firms of Kleinbard, Bell & Brecker, and
Stevens & Lee, as joint escrow agents (the "Escrow Agent"), which Escrow Agent
                                            ------------                      
shall retain the Payments until it receives written instructions from the
Companies that the Default has been cured or, in the case of Defaults that are
disputed by the Employees, that the Companies and the Employees have reached
agreement (either through negotiation or arbitration) with respect to such
Default.  In the event that the Companies exercise their right to remit Payments
to the Escrow Agent pursuant to this Section 11(b)(iii), the parties shall meet
in person and negotiate in good faith during the then (10) calendar day period
(the "Negotiation Period") after the Employees' receipt of the Employee Default
      ------------------                                                       
Notice and the ten (10) day cure period referred to herein.  If the parties are
unable to resolve all such disputes within the Negotiation Period, then within
five (5) business days after the expiration of the Negotiation Period, all
disputes shall be submitted to arbitration in accordance with Section 9.11 of
the Indemnification Agreement.  All Payments shall be released from escrow and
paid to the Employees when all disputes with respect to the Default giving rise
to such escrow have been settled (either through negotiation or arbitration);
provided, however, notwithstanding the foregoing, any amount determined (either
through (i) negotiation and the joint written instructions of the Companies and
the Employees, or (ii) arbitration pursuant to an arbitration award) to be owing
by the Employees to the Companies by reason of such Default may be paid by the
Escrow Agent to the Companies from amounts held in escrow.  Notwithstanding
anything contained herein to the contrary, it is understood and agreed that: (i)
the Escrow Agent shall have no liability to any party hereto in connection with
its performance of any duties or obligations under this Section 11(b), except
that each of the law firms of Kleinbard, Bell & Brecker and Stevens & Lee shall
be liable for their own respective gross negligence and willful misconduct; and
(ii) if any dispute or difference arises between the parties hereto or if any
conflicting demand shall be made upon the Escrow Agent, the Escrow Agent shall
not be required to determine the same or take any action thereon, but rather may
(A) await settlement of the controversy by appropriate legal proceedings, (B) by
written notice to the parties hereto, require the parties to enter into binding
arbitration of the dispute to determine to whom the funds held by the Escrow
Agent pursuant

hereto shall be delivered, or (C) may file suit in interpleader with the proper
court in Philadelphia County, Pennsylvania, for the purpose of having the
respective rights of the parties adjudicated.

          12.  Limited Waiver and Release of Claims by the Companies.  The
               -----------------------------------------------------      
Companies, on behalf of themselves and their respective predecessors,
successors, controlling or related entities, affiliates, divisions,
subsidiaries, and joint venturers, and all of their respective past, present and
future representatives, agents, assigns, attorneys, directors, officers,
partners, shareholders and employees, and all persons, corporations, and other
entities connected therewith that might claim by, through or under them
(collectively, the "Companies' Affiliates"), for and in consideration of the
                    ---------------------                                   
obligations, covenants and agreements of the Employees herein set forth, the
sufficiency of which is hereby acknowledged by Companies, do hereby waive,
remise, release and forever discharge the Employees and their respective
executors, administrators, predecessors, successors, heirs, assigns, and all
persons, corporations and other entities connected therewith that might claim
by, through or under them (collectively, the "Employee Affiliates"), of and from
                                              -------------------               
all, and all manner of, all Claims whatsoever in law or in equity, which the
Companies or the Companies' Affiliates, directly or indirectly, ever had, now
have, or hereafter may have, in any capacity whatsoever, against the Employees
or the Employee Affiliates under the Employment Agreements, whether such Claims
are now known or unknown by Companies; provided, however, the provisions of this
Section 12 shall not be applicable to or operate to release Employees from any
of the Excluded Claims arising by reason of any Default by the Employees.

          13.  Limited Waiver and Release of Claims by Employees.  The
               -------------------------------------------------      
Employees, on behalf of themselves and the Employee Affiliates, for and in
consideration of the obligations, covenants and agreements of Companies herein
set forth, the sufficiency of which is hereby acknowledged by Employees, do
hereby waive, remise, release and forever discharge the Companies and the
Companies' Affiliates of and from all, and all manner of, all Claims whatsoever
in law or in equity, which the Employees or the Employee Affiliates, directly or
indirectly, ever had, now have, or hereafter may have, against the Companies or
the Companies' Affiliates under the Employment Agreements, the Reconciliation
Agreement, and the Incentive Compensation Plan, whether such Claims are now
known or unknown by the Employees; provided, however, the provisions of this
Section 13 shall not be applicable to or operate as a release with respect to
any of the Excluded Claims arising by reason of any Default by the Companies.

          14.  Effect of Releases.  The parties agree that the provisions of
               ------------------                                           
Sections 12 and 13 hereof and the settlement and termination of the Claims
therein described is not and shall not be construed to be an admission by any
party hereto of any

violation of any federal, state or local statute or regulation, or of any duty
owed by one party to the other under the documents to which such releases
pertain and that the provisions thereof, in addition to all other covenants and
agreements herein set forth, are being made to amicably settle all such claims
in accordance with the terms and conditions of this Agreement.

          15.  Non-Disparagement.  The Employees agree not to, directly or
               -----------------                                          
indirectly, disparage or criticize the Companies or the Companies' officers or
directors in any manner or respect to any person or entity.  The Companies
similarly agree not to, directly or indirectly, disparage or criticize the
Employees in any manner or respect to any person or entity.

          16.  Indemnification.  To the extent required by the by-laws or
               ---------------                                           
certificate of incorporation of any Company, the Companies agree to defend,
indemnify, and hold the Employees harmless against any threatened or pending
actions or proceedings, whether brought by a third party or as a derivative
action, by reason of the fact that the Employees were officers and/or
representatives of the Companies acting within the scope of their employment.

          17.  Non-Disclosure of Agreement.  Neither the Companies nor the
               ---------------------------                                
Employees shall disclose, directly or indirectly, the existence of this
Agreement and/or the terms and conditions of this Agreement to any Person except
(i) to such party's legal counsel, (ii) with respect to Employees, to members of
their immediate family, (iii) to the extent legally necessary to enforce the
Excluded Claims in a court of law or equity, (iv) as may be required by
applicable law after giving prior written notice of such required disclosure to
the other parties hereto, or (v) to such party's accountants, lenders, insurers
or any person or party with whom such party has dealings or relationships which
would make such disclosure reasonably necessary or appropriate.

          18.  Access to Records; Mail Delivery.  After the Effective Date, the
               --------------------------------                                
Companies shall, for any reasonable business purpose, permit the Employees and
their agents and representatives to have access to, and make copies of excerpts
from, the books, records, financial statements, tax returns, and other
information relating or pertaining to HHCA and/or its subsidiaries (including,
without limitation, billing and patient information, records, and files),
regardless of the medium by which any of the foregoing is stored or maintained,
so long as (i) reasonable advance written notice is provided by the Employees to
HHCA, (ii) such notice states with reasonable specificity the information which
the Employees desire to review and/or copy and the purpose thereof, and (iii) an
HHCA officer supervises and is present while the Employees are reviewing and/or
copying such information.  Any and all mail, correspondence, and/or inquiries
addressed or directed to the Employees or pertaining to matters with respect to
which the

Employees are or may be responsible and/or relating to business activities
conducted by Agency, Master Supply, or Professional Services prior to the
Closing Date (including, without limitation, desk settlement notices relating to
Agency) shall be promptly opened when received and made available for receipt by
the Employees after the Effective Date at HHCA's existing Delaware facilities
during normal business hours.

          19.  Agency Accounts, Etc.  Any and all amounts received by the
               ---------------------                                     
Companies in respect of assets of Agency which were not sold by Agency as a
result of the Purchase and Sale Transactions (including, without limitation,
accounts receivable) shall be held in trust by the Companies for the benefit of
Agency and shall be promptly remitted to the Agency c/o the Employees at the
address set forth in Section 21 hereof in the form so received.

          20.  Ratification of Guaranty.  Without limiting the generality of the
               ------------------------                                         
provisions of Section 29 hereof, HHCA hereby ratifies and affirms all of its
duties, obligations, and liabilities under the Guaranty; provided, however,
HHCA's obligations hereunder are in addition to and not in substitution of its
obligations under the Guaranty and other Purchase and Sale Documents.

          21.  Notices.  All notices, requests, demands, claims, and other
               -------                                                    
communications hereunder shall be in writing.  Any notice, request, demand,
claim, or other communication hereunder shall be deemed duly delivered three (3)
business days after it is sent by registered or certified mail, return receipt
requested, postage prepaid, or one (1) business day after it is sent via a
reputable nationwide overnight courier service, in each case to the intended
recipient as set forth below:

     If to Companies:         Home Health Corporation of
                                 America, Inc.
                              2200 Renaissance Boulevard
                              Suite 300
                              King of Prussia, PA  19406-2755

                              Attention:  Mr. Bruce J. Feldman,
                                           President

     If to the Employees:     Steven R. and Jane E. Altshuler
                              15 Lakewood Circle
                              Newark, DE  19711

                              William W. and Andra H. Moses
                              4 Shannon Place
                              Newark, DE  19711

          22.  Expenses.  Each party hereto shall bear such party's own costs
               --------                                                      
and expenses, including legal fees and

expenses, incurred in connection with this Agreement and the transactions
contemplated hereby.

          23.  Further Assurances.  From time to time after the Effective Date,
               ------------------                                              
each of the parties hereto hereby agrees to use all reasonable efforts to take,
or cause to be taken, all action and to do, or cause to be done, all things
necessary, proper, and advisable under applicable laws, rules, and regulations
to complete and make effective the transactions contemplated by this Agreement.

          24.  Waivers.  No provision of this Agreement may be modified, waived,
               -------                                                          
or discharged unless such waiver, modification, or discharge is agreed to in
writing and signed by the Employees and the Companies.  No waiver by any party
hereto at any time of any breach by any other party hereto of, or compliance
with, any condition or provision of this Agreement or the other Transaction
Documents to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions of conditions at the same or at any prior or
subsequent time.

          25.  Validity and Severability.  If, for any reason, any provision of
               -------------------------                                       
this Agreement is held invalid, such invalidity shall not affect any other
provision of this Agreement not held to be invalid, and each such other
provision shall continue in full force and effect to the full extent consistent
with law.  If any provision of this Agreement is held to be invalid in part,
such invalidity shall in no way affect the remainder of such provision, and the
remainder of such provision, together with all other provisions of this
Agreement, shall continue in full force and effect to the full extent consistent
with law.

          26.  Governing Law; Jurisdiction.  This Agreement shall be governed by
               ---------------------------                                      
and construed in accordance with the laws of the Commonwealth of Pennsylvania,
without giving effect to the principles of conflicts of law thereof.  In order
to enforce the provisions hereof, each of the parties hereto:  (i) submits and
consents to the personal jurisdiction of the Court of Common Pleas of
Philadelphia County, Pennsylvania or the United States District Court for the
Eastern District of Pennsylvania with respect to any suit, action or proceeding
relating to this Agreement or any of the transactions contemplated hereby; (ii)
waives any objection that such party may now or hereafter have to the laying of
venue of any such suit, action or proceeding brought in any such court, and
waives any claim that any such suit, action or proceeding brought in any such
court has been brought in an inconvenient forum; (iii) waives the right to
object that any such court does not have personal jurisdiction over such party;
and (iv) consents to the service of process in any such suit, action or
proceeding upon the receipt through the United States mail of copies of such
process to such party by certified mail to the addresses indicated in Section 19
hereof or at such other addresses of which the other parties shall be received
written notice.  Nothing herein shall preclude any party

from bringing suit or taking other legal action in any other jurisdiction or
from serving legal process in any other manner permitted by law or in equity.

          27.  Binding Effect.  This Agreement shall be binding upon and inure
               --------------                                                 
to the benefit of the parties hereto and their respective heirs, personal
representatives, successors, and assigns.  Upon the death of any Employee,
payments due and owing by the Companies to such Employee shall continue to be
made to the estate, personal representative, or designated beneficiary of the
deceased Employee.

          28.  Entire Agreement.  This Agreement and the Transaction Documents
               ----------------                                               
constitute the entire Agreement among the parties hereto with regard to the
subject matter hereof and there are no other agreements, whether verbal or
written, among the parties hereto and/or any of the Companies that are in any
way related to any of the Transactions.

          29.  Transaction Documents.  Except as expressly modified and amended
               ---------------------                                           
herein, the Transaction Documents are ratified and confirmed in all respects.
The Subordination Agreement to which the Employees, M. Altshuler, HHCA, Master
Supply, and certain of HHCA's lenders are a party, as modified through the date
hereof, is not amended hereby.

          30.  Obligations of Companies.  The duties, obligations, and
               ------------------------                               
liabilities of the Companies hereunder shall be joint and several.

          31.  Counterparts.  This Agreement may be executed in any number of
               ------------                                                  
counterparts with the same effect as if the signatures thereto and hereto were
upon the same instrument, but all of such counterparts taken together shall be
deemed to constitute one and the same instrument.

          IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the day and year first above written.

                              HOME HEALTH CORPORATION OF AMERICA, INC.

                              By /s/ Bruce J. Feldman
                                ---------------------------------
                                         Bruce J. Feldman,
                                         President

                              Attest: /s/ James J. Swiniuch
                                     ----------------------------
                                         Secretary

                              HOME HEALTH CORPORATION OF DELAWARE, INC.

                              By /s/ Bruce J. Feldman
                                ---------------------------------
                                         President

                              Attest: /s/ James J. Swiniuch
                                     ----------------------------
                                         Secretary

                              HHCD, INC.

                              By /s/ Bruce J. Feldman
                                ---------------------------------
                                         President

                              Attest: /s/ James J. Swiniuch
                                     ----------------------------
                                         Secretary

                              HHCDME, INC.

                              By /s/ Bruce J. Feldman
                                ---------------------------------
                                         President

                              Attest: /s/ James J. Swiniuch
                                     ----------------------------
                                         Secretary

                              /s/ Steven R. Altshuler      (SEAL)
                              -----------------------------
                                    Steven R. Altshuler

                              /s/ Jane E. Altshuler        (SEAL)
                              -----------------------------
                                    Jane E. Altshuler

                              /s/ William W. Moses         (SEAL)
                              -----------------------------
                                    William W. Moses

                              /s/ Andra H. Moses           (SEAL)
                              -----------------------------
                                    Andra H. Moses

                                    CONSENT
                                    -------

     The undersigned, intending to be legally bound, hereby consents to and
approves of the foregoing Separation Agreement and the modification to the
Promissory Note referred to therein.

Dated:  June 30, 1996         /s/ Milton Altshuler    (SEAL)
                              ------------------------
                              Milton Altshuler

 

Basic Info X:

Name: SEPARATION AGREEMENT
Type: Separation Agreement
Date: Sept. 20, 1996
Company: HOME HEALTH CORP OF AMERICA INC \PA\
State: Pennsylvania

Other info:

Date:

  • June 30 , 1998
  • March 1 , 2000
  • March 3 , 1995
  • September 6 , 1995
  • September 30 , 1996
  • July 1 , 1996
  • June 1 , 1998
  • November of 1995
  • June 30 , 1996

Organization:

  • Professional Home Health Care Agency , Inc.
  • Professional Transaction Processing , Inc.
  • Full Payment Guaranty
  • Master Medical Supply Co.
  • Master Management Services , Inc.
  • Board of Directors
  • Sixteen Thousand Six Hundred Sixty-Six Dollars
  • Professional Services Sale
  • Seven Hundred Twenty-Five Thousand Dollars
  • Thirty Thousand Two Hundred Eight Dollars
  • HHCD , Inc.
  • PAGE > Inc.
  • Transferability of Shares
  • Transition Period Duties
  • Employee Default Notice
  • Bell & Brecker
  • Stevens & Lee
  • Release of Claims
  • Records ; Mail Delivery
  • Home Health Corporation of America , Inc.
  • Renaissance Boulevard Suite
  • United States District Court
  • Eastern District of Pennsylvania

Location:

  • Etc
  • Prussia
  • Lakewood Circle Newark
  • Philadelphia County
  • Pennsylvania
  • United States
  • AMERICA
  • DELAWARE

Money:

  • $ 1,475,000
  • $ .10
  • $ 400,000
  • Sixty-Seven Cents
  • $ 16,666.67
  • $ 725,000
  • Thirty-Three Cents
  • $ 30,208.33
  • $ 1,000

Person:

  • Moses ''
  • Altshulers
  • Andra H. Moses 4 Shannon Place
  • M. Altshuler
  • Bruce J. Feldman
  • James J. Swiniuch
  • Steven R. Altshuler
  • Jane E. Altshuler
  • William W. Moses s Andra H. Moses
  • Milton Altshuler

Percent:

  • seventy-two percent
  • 72 %