CORAM HEALTHCARE CORP
EXHIBIT 10.60
<DOCUMENT>
<TYPE>EX-10.60
<SEQUENCE>4
<FILENAME>a2045299zex-10_60.txt
<DESCRIPTION>EXHIBIT 10.60
<TEXT>

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                                                                   EXHIBIT 10.60

                              EMPLOYMENT AGREEMENT

         EMPLOYMENT AGREEMENT (this "Agreement"), dated as of APRIL 26, 1999,
between CORAM HEALTHCARE CORPORATION, a Delaware corporation ("Coram"), and VITO
PONZIO, JR., a resident of COLORADO ("Executive").

                              W I T N E S S E T H:

         WHEREAS, Coram and its subsidiaries and affiliates are engaged in
providing (i) alternate site infusion therapy and related home health services,
(ii) ancillary network management services for third party payor customers
relating to their home health benefits, (iii) specialty mail order and
prescription benefit management services, and (iv) certain clinical research and
medical informatics services throughout the United States and in certain parts
of Canada (Coram's Business Lines);

         WHEREAS, Executive is considered to be important to the continued
improvement and success of Coram; and

         WHEREAS, Coram desires to avail itself of Executive's talents and
expertise in the management of the business of Coram, and to employ him/her in
the capacity and with the responsibilities described on Exhibit A hereto, and
Executive is willing to accept such employment.

         NOW, THEREFORE, in consideration of the premises, and other mutual
promises and covenants hereinafter contained, Coram and Executive do hereby
agree, for their mutual benefit, as follows:

 SECTION 1.       EMPLOYMENT.

         Coram shall employ Executive under this Agreement, and Executive
accepts such employment upon the terms and conditions set forth below.

  SECTION 2.      POSITION AND DUTIES.

           During the period that Executive is employed by Coram pursuant to
this Agreement, the Executive shall serve Coram in the capacity and with the
title set forth on Exhibit A hereto. In carrying out his/her duties under this
Agreement, Executive shall have such duties and responsibilities usually
incident to the office to which the Executive has been appointed, together with
such other duties defined by the person to whom the Executive reports. Executive
may also hold similar offices with Coram's subsidiaries and affiliates and/or
their successors. Except as otherwise set forth in this Agreement, Executive
shall perform such duties as may be assigned to him/her from time to time by and
shall report to the officer specified on Exhibit A hereto. Executive shall
devote all of his/her normal working time and best efforts in the best interest
of and on behalf of Coram throughout the time he/she is employed by Coram.

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SECTION 3. BASE SALARY AND BENEFITS.

         For all services rendered by Executive pursuant to this Agreement,
Coram shall pay Executive the following compensation:

         (a) A base salary at the annual rate set forth on Exhibit A hereto,
such salary to be paid in accordance with Coram's general payroll practices. The
officer to whom the Executive reports, Coram's Board of Directors or its
Compensation Committee, as appropriate, shall review the Executive's salary at
least annually, and such reviewing party may make increases but not decreases to
the Executive's salary at its discretion.

         (b) Executive shall be entitled to participate in any bonus plan
 approved by the Board of Directors or its Compensation Committee for Coram's
 management and shall be eligible for other discretionary bonuses approved by
 the Board of Directors or the Compensation Committee.

         (c) Subject to Coram's eligibility and qualification requirements for
its management level employees, Executive shall be entitled to participate in
any employee retirement, benefit or welfare, deferred compensation or other
benefit plans provided by Coram to its employees and/or to its senior managers,
such as life insurance, health and dental, retirement savings and disability
plans which Coram has in effect or may adopt from time to time together with any
other benefits described on Exhibit A hereto. In addition, Coram shall provide
Executive the following additional benefits while the Executive is employed with
Coram:

             (i)    paid time off in accordance with Coram's general policies
                    and procedures applicable to the paid time off benefits
                    afforded to Coram's employees;

             (ii)   payment of dues for such professional societies and
                    associations of which Executive is a member in furtherance
                    of his duties hereunder;

             (iii)  disability insurance coverage paying benefits equal to at
                    least 75% of Executive's earnings, either through a
                    corporate group disability insurance plan or other
                    individual disability plan chosen by Coram;

             (iv)   reimbursement to Executive of expenses incurred for the
                    advice of Executive's counsel and/or accountant not to
                    exceed $5,000 per annum for estate and tax planning services
                    for the benefit of Executive; and

             (v)    consideration, at least annually, by the Board of Directors
                    or its Stock Option Committee for the grant to Executive of
                    additional options to purchase shares of common stock of
                    Coram, and participation in any and all other stock option
                    plans made available to senior managers of Coram.

         (d) Coram shall reimburse Executive for all reasonable expenses
incurred by him/her in the course of performing his/her duties under this
Agreement which are consistent with the

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Company's policies in effect from time to time with respect to travel,
entertainment, and other business expenses, subject to Coram's requirements for
reporting and documenting such expenses.

         (e) For purposes of administration, the terms of this Section 3 shall
be given effect on a pro-rata basis for partial calendar years and otherwise
administered on a calendar year basis.

 SECTION 4.       TERM AND TERMINATION.

         (a) Unless otherwise terminated in accordance with the provisions
hereof, the term of employment provided for in this Agreement shall commence as
of the date first written above, and shall continue in full force and effect for
the period of time specified on Exhibit A hereto (the "Initial Term").

         (b) During the Initial Term, the Executive's employment with Coram may
be terminated as follows:

             (i)    by Coram at any time for "Cause" (as that term is defined
                    below);

             (ii)   immediately upon the death of Executive;

             (iii)  immediately upon the Executive becoming no longer able to
                    perform his/her duties hereunder due to the "Disability" (as
                    that term is defined below); or

             (iv)   immediately upon the voluntary resignation of the Executive.

In the event the Initial Term is terminated in accordance with this Subsection
(b), Coram shall provide the Executive with all amounts of annual salary and
bonus, if applicable, earned by the Executive through the effective date of
termination if the Executive participates in a bonus plan that operates on a
quarterly, semi-annual or annual basis, the Executive shall be entitled to
receive a pro rata share of the bonus he/she would have received had he/she been
employed throughout the entire bonus measurement period provided that, on the
effective date of termination the Executive was achieving the level of
performance (calculated on a pro rata basis for the time the Executive was
employed during the period in question) required for earning such bonus through
the date of such termination.

         (c) Upon the conclusion of the Initial Term, the Executive's employment
status shall be that of an "at will" employee, but the other terms and
conditions of this Agreement shall continue to apply as set forth herein.
Accordingly, the Executive's employment following the Initial Term may be
terminated at any time by either the Executive or Coram upon written notice to
the other party. If the Executive terminates his/her employment with Coram after
the initial Term pursuant to a voluntary resignation or if the Executive's
employment is terminated by virtue of a "Disability" or the Executive's death,
Coram shall provide the Executive or his/her estate with all amounts of annual
salary and bonus, if applicable, earned by the Executive through the effective
date of termination if the Executive participates in a bonus plan that

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operates on a quarterly, semi-annual or annual basis, the Executive shall be
entitled to receive a pro rata share of the bonus he/she would have received had
he/she been employed throughout the entire bonus measurement period provided
that, on the effective date of termination the Executive was achieving the level
of performance (calculated on a pro rata basis for the time the Executive was
employed during the period in question) required for earning such bonus through
the date of such termination.

         If Coram terminates the employment of the Executive at any time during
the Initial Term or thereafter for any reason other than for "Cause," Coram
shall provide the following to the Executive:

             (i)    payment of all amounts of base salary, earned by the
                    Executive through the effective date of termination;

             (ii)   continuation of Executive's base salary at its then current
                    rate for the duration of the Severance Period described on
                    Exhibit A hereto (the "Severance Period"), payable in
                    accordance with Coram's normal payroll practices;

             (iii)  continuation of all health benefits for the period of time
                    contemplated for the Severance Period at no cost to
                    Executive other than the premium payable by the Executive
                    pursuant to the terms of Coram's health benefit plan as
                    consistently applied among Coram's employees;

             (iv)   payment during the Severance Period of any life insurance,
                    disability or other benefits, if any, for which Executive is
                    then eligible under the terms of Coram's employee
                    retirement, benefit and welfare;

             (v)    if the Executive was achieving the level of performance
                    required (calculated on a pro rata basis for the time the
                    Executive was employed during the period in question) for
                    earning such bonus through the date of such termination, (x)
                    payment of Executive's bonus through the date of
                    termination, calculated on the basis of the sum of the total
                    achievable amounts of each bonus divided by twelve months,
                    and multiplied by the number of months employed during such
                    fiscal year through the date of termination, with any
                    partial month of employment to be treated as a full month;
                    and (y) continued payment of the total achievable amounts of
                    each of Executive's bonuses for the current fiscal year (or,
                    if greater, of the total achievable amounts of each of
                    Executive's bonuses in effect for the fiscal year most
                    recently ended) for the Severance Period if the Executive
                    was achieving the level of performance required (calculated
                    on a pro rata basis for the time the Executive was employed
                    during the period in question) for earning such bonus
                    through the date of such termination;

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             (vi)   a right to exercise all options to purchase shares of common
                    stock of Coram that have been granted to Executive by Coram
                    that are exercisable by the Executive upon the effective
                    date of termination of employment at any time during the
                    Severance Period; and

             (vii)  any other benefits payable in accordance with Exhibit A
                    hereto.

         For purposes of this Subsection (c), the Executive's employment shall
be deemed to have been terminated if, at any time within twenty four (24) months
following a "Change of Control" of Coram, a "New Management Team" (as that term
is defined below) of Coram requires the Executive to relocate his/her primary
residence or primary work location listed on Exhibit A to a place that is more
than fifty (50) miles from such location. To receive the benefits contemplated
by this Subsection (c), however, the Executive must provide written notice to
Coram stating that the Executive deems his/her employment to have been
terminated as described herein.

SECTION 5.        DEFINITIONS.

         As used in this Agreement, the following terms shall have the meanings
set forth below:

         (a) "CAUSE" shall mean (i) repeated violations by Executive of
Executive's obligations under Section 2 of this Agreement (other than as a
result of incapacity due to physical or mental illness) which violations (A) are
willful and deliberate on Executive's part, (B) are committed in bad faith or
without reasonable belief that such violations are in the best interests of
Coram, and (C) are not remedied in a reasonable period of time after receipt of
written notice from the person to whom the Executive reports designated in
Section 2 above or the Board of Directors of Coram specifying such violations,
or (ii) the conviction of Executive of a felony or any crime involving fraud,
dishonesty or moral turpitude.

          (b)      "CHANGE IN CONTROL" shall mean:

                  (i)      the acquisition by any individual, entity or group
                           (within the meaning of Section 13(d)(3) or 14(d)(2)
                           of the Securities Exchange Act of 1934, as amended
                           (the "Exchange Act")) (a "Person") of beneficial
                           ownership (within the meaning of Rule l3d-3
                           promulgated under the Exchange Act) of 30% or more
                           of either (A) the shares of the $.001 par value
                           common stock of Coram then outstanding (the
                           "Outstanding Company Common Stock") through open
                           market purchases of Common Stock, block transfers
                           of Common Stock or the acquisition of options,
                           warrants or other convertible debt or equity
                           instruments, including, but not limited to the
                           Company's Series B Senior Subordinated Convertible
                           Notes or otherwise or (B) the combined voting power
                           of the then outstanding voting securities of Coram
                           entitled to vote generally in the election of
                           directors ("the Outstanding Company Voting
                           Securities"); provided, however, that for purposes
                           of this subsection (i), the following acquisitions
                           shall not constitute a Change of Control: (1) any
                           acquisition directly from Coram, (2) any acquisition
                           by Coram, (3) any acquisition by any employee

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                         benefit plan (or related trust) sponsored or
                         maintained by Coram or any corporation controlled by
                         Coram, (4) any acquisition by the Note Holders (but
                         not their transferees) as of the date hereof pursuant
                         to convertible debt instruments or stock warrants
                         then outstanding, or (5) any acquisition by any
                         corporation pursuant to a transaction which complies
                         with clauses (1), (2) and (3) of subsection (iii)
                         below;

                  (ii)   during any period of two (2) consecutive years,
                         individuals who at the beginning of such period
                         constituted Coram's Board of Directors (together with
                         any new directors whose election to the Board of
                         Directors or whose nomination for election to the Board
                         of Directors was approved by a vote of at least
                         two-thirds of Coram's directors then still in office
                         who either were directors at the beginning of such
                         period or whose election or nomination was previously
                         so approved) and any individual serving during such
                         period as a member of Coram's Board of Directors
                         designated pursuant to the Securities Exchange
                         Agreement, dated as of May 6, 1998, as amended, among
                         Coram, Coram, Inc. and the Note Holders, cease for any
                         reason to constitute at least 40 % of Coram's directors
                         then in office;

                  (iii)  Consummation of a reorganization, merger or
                         consolidation or sale or other disposition of all or
                         substantially all of the assets of Coram (a "Business
                         Combination"), in each case, unless, following such
                         Business Combination, (1) all or substantially all of
                         the individuals and entities who were the beneficial
                         owners, respectively, of the Outstanding Company Common
                         Stock and Outstanding Company Voting Securities
                         immediately prior to such Business Combination
                         beneficially own, directly or indirectly, more than 75%
                         of, respectively, the shares of common stock then
                         outstanding and the combined voting power of the then
                         outstanding voting securities entitled to vote
                         generally in the election of directors, as the case may
                         be, of the corporation resulting from such Business
                         Combination (for example, but not by way of limitation,
                         a corporation which as a result of such transaction
                         owns Coram or all or substantially all of Coram's
                         assets either directly or through one or more
                         subsidiaries) in substantially the same proportions as
                         their ownership, immediately prior to such Business
                         Combination of the Outstanding Company Common Stock and
                         Outstanding Company Voting Securities, as the case may
                         be, (2) no party (excluding any corporation resulting
                         from such Business Combination or any employee benefit
                         plan (or related trust) of the company or such
                         corporation resulting from such Business Combination)
                         beneficially owns, directly or indirectly, 30% or more
                         of, respectively, the then outstanding shares of common
                         stock of the corporation resulting from such Business
                         Combination or the combined voting power of the then
                         outstanding voting securities of such corporation
                         except to the extent that such ownership existed prior
                         to the Business Combination, and (3) at least a
                         majority of the non-executive members of the board of
                         directors of the corporation resulting from such
                         Business Combination were members of

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                    the Board of Directors of Coram at the time of the
                    execution of this agreement, or of the action of the Board
                    of Directors, providing for such Business Combination.

          (c) "CODE" shall mean the Internal Revenue Code of 1986 and all
regulations promulgated thereunder, as the same may be amended from time to
time.

         (d) "DISABILITY" shall be deemed to have occurred if Executive is
eligible and qualified for disability benefits under any Coram-sponsored
long-term disability program covering Executive. In the absence of a
Coram-sponsored long-term disability program covering Executive, Disability
shall mean the inability of Executive, as determined by the Board of Directors,
to substantially perform (with or without reasonable accommodations as that term
is defined under the Americans with Disabilities Act) the essential functions of
his/her regular duties and responsibilities due to a medically determinable
physical or mental impairment which has lasted (or can reasonably be expected to
last) for a period of six consecutive months.

         (e) "NEW MANAGEMENT TEAM" shall refer to any group of senior management
of Coram that does not include Richard M. Smith as Coram's Chief Executive
Officer or President.

         (f) "NOTE HOLDERS" shall mean Cerberus Partners, L.P.; Goldman Sachs
Credit Partners, L.P.; Foothill Capital Corporation and their respective
affiliates and associates.

SECTION 6.        NON-COMPETITION.

         (a) GENERAL. Executive and Coram understand and agree that the purpose
of the provisions of this Section 6 is to protect legitimate business interests
of the Company, as more fully described below, and is not intended to impair or
infringe upon Executive's right to work, earn a living, or acquire and possess
property from the fruits of his labor. Executive hereby acknowledges that the
post-employment restrictions set forth in this Section 6 are reasonable and that
they do not, and will not, unduly impair his ability to earn a living after the
termination of this Agreement. Therefore, subject to the limitations of
reasonableness imposed by law, Executive shall be subject to the restrictions
set forth in this Section 6.

         (b) DEFINITIONS. The following capitalized terms used in this Section 6
shall have the meanings assigned to them below, which definitions shall apply to
both the singular and the plural forms of such terms:

                  "Competitive Position" means any employment or engagement as a
consultant with a Competitor in which Executive will use or is likely to use any
Confidential Information or Trade Secrets, or in which Executive has duties for
such Competitor that relate to Competitive Services and that are the same or
similar to those services actually performed by Executive for the Company;

                  "Competitive Services" means any of Coram's Business Lines for
which the Executive is responsible or with which the Executive was materially
involved.

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                  "Competitor" means any Person engaged, wholly or in part, in
Competitive Services.

                  "Confidential Information" means all information regarding
Coram, its activities, business or clients that is the subject of reasonable
efforts by Coram to maintain its confidentiality and that is not generally
disclosed by practice or authority to persons not employed by Coram, but that
does not rise to the level of a Trade Secret. "Confidential Information" shall
include, but is not limited to, financial plans and data concerning Coram;
management planning information; business plans; operational methods; market
studies; marketing plans or strategies; product development techniques or plans;
customer lists; details of customer contracts; current and anticipated customer
requirements; past, current and planned research and development; business
acquisition plans; and new personnel acquisition plans. "Confidential
Information" shall not include information that has become generally available
to the public by the act of one who has the right to disclose such information
without violating any right or privilege of Coram. This definition shall not
limit any definition of "confidential information" or any equivalent term under
state or federal law.

                  "Determination Date" means the date of termination of
Executive's employment with Coram for any reason whatsoever or any earlier date
(during the employment period) of an alleged breach of the Restrictive Covenants
by Executive.

                  "Person" means any individual or any corporation, partnership,
joint venture, limited liability company, association or other entity or
enterprise.

                  "Principal or Representative" means a principal, owner,
partner, shareholder, joint venturer, investor, member, trustee, director,
officer, manager, employee, agent, representative or consultant.

                  "Protected Customers" means any Person to whom Coram has sold
its products or services or solicited to sell its products or services during
the twelve (12) months prior to the Determination Date.

                  "Protected Employees" means employees of Coram who were
employed by Coram at any time within six (6) months prior to the Determination
Date.

                  "Restricted Period" means the entire period of time that the
Executive is employed by Coram whether as an at will employee or otherwise and a
period extending for a period of time equal to the duration of the "Severance
Period" described on Exhibit A from the termination of Executive's employment
with Coram.

                  "Restricted Territory" means the United States and Ontario,
Canada.

                  "Restrictive Covenants" means the restrictive covenants
contained in Section 6(c) hereof.

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                  "Trade Secret" means all information, without regard to form,
including, but not limited to, technical or nontechnical data, a formula, a
pattern, a compilation, a program, a device, a method, a technique, a drawing, a
process, financial data, financial plans, product plans, distribution lists or a
list of actual or potential customers, advertisers or suppliers which is not
commonly known by or available to the public and which information: (A) derives
economic value, actual or potential, from not being generally known to, and not
being readily ascertainable by proper means by, other persons who can obtain
economic value from its disclosure or use; and (B) is the subject of efforts
that are reasonable under the circumstances to maintain its secrecy. Without
limiting the foregoing, Trade Secret means any item of Confidential Information
that constitutes a "trade secret(s)" under the common law or statutory law of
the State of Delaware.

         (c)      RESTRICTIVE COVENANTS.

                  (i)    RESTRICTION ON DISCLOSURE AND USE OF CONFIDENTIAL
                         INFORMATION AND TRADE SECRETS. Executive understands
                         and agrees that the Confidential Information and Trade
                         Secrets constitute valuable assets of Coram and its
                         affiliated entities, and may not be converted to
                         Executive's own use. Accordingly, Executive hereby
                         agrees that Executive shall not, directly or
                         indirectly, at any time during the Term of employment
                         or at any time thereafter reveal, divulge, or disclose
                         to any Person not expressly authorized by Coram in
                         writing any Confidential Information, and Executive
                         shall not, directly or indirectly, at any time during
                         the Term of employment or at any time thereafter use or
                         make use of any Confidential Information in connection
                         with any business activity other than that of Coram.
                         Throughout the term of this Agreement and at all times
                         after the date that this Agreement terminates for any
                         reason, Executive shall not directly or indirectly
                         transmit or disclose any Trade Secret of Coram to any
                         Person, and shall not make use of any such Trade
                         Secret, directly or indirectly, for himself or for
                         others, without the prior written consent of Coram. The
                         parties acknowledge and agree that this Agreement is
                         not intended to, and does not, alter either Coram's
                         rights or Executive's obligations under any state or
                         federal statutory or common law regarding trade secrets
                         and unfair trade practices.

         Anything herein to the contrary notwithstanding, Executive shall not be
restricted from disclosing or using Confidential Information that is required to
be disclosed by law, court order or other legal process; provided, however, that
in the event disclosure is required by law, Executive shall provide Coram with
prompt notice of such requirement so that Coram may seek an appropriate
protective order prior to any such required disclosure by Executive.

                  (ii)   NONSOLICITATION OF PROTECTED EMPLOYEES. Executive
                         understands and agrees that the relationship between
                         Coram and each of its Protected Employees constitutes a
                         valuable asset of Coram and may not be converted to
                         Executive's own use. Accordingly, Executive hereby
                         agrees that during the Restricted Period Executive
                         shall not directly or indirectly on Executive's own
                         behalf or as a Principal or Representative of any

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                         Person or otherwise solicit or induce any Protected
                         Employee to terminate his or her employment
                         relationship with Coram or to enter into employment
                         with any other Person.

                  (iii)  RESTRICTION ON RELATIONSHIPS WITH PROTECTED CUSTOMERS.
                         Executive understands and agrees that the relationship
                         between Coram and each of its Protected Customers
                         constitutes a valuable asset of Coram and may not be
                         converted to Executive's own use. Accordingly,
                         Executive hereby agrees that, during the Restricted
                         Period, Executive shall not, without the prior written
                         consent of Coram, directly or indirectly, on
                         Executive's own behalf or as a Principal or
                         Representative of any Person, solicit, divert, take
                         away or attempt to solicit, divert or take away a
                         Protected Customer for the purpose of providing or
                         selling Competitive Services; provided, however, that
                         the prohibition of this covenant shall apply only to
                         Protected Customers with whom Executive had Material
                         Contact on Coram's behalf during the twelve (12) months
                         immediately preceding the termination of his employment
                         hereunder. For purposes of this Agreement, Executive
                         had "Material Contact" with a Protected Customer if (a)
                         he had business dealings with the Protected Customer on
                         Coram's behalf; (b) he was responsible for supervising
                         or coordinating the dealings between Coram and the
                         Protected Customer; or (c) he obtained Trade Secrets or
                         Confidential Information about the Protected Customer
                         as a result of his association with Coram.

                     (iv)  NONCOMPETITION WITH CORAM. The parties acknowledge:
                           (A) that Executive's services under this Agreement
                           require special expertise and talent in the
                           provision of Competitive Services and that Executive
                           will have substantial contacts with customers,
                           suppliers, advertisers and vendors of Coram; (B)
                           that pursuant to this Agreement, Executive will be
                           placed in a position of trust and responsibility and
                           he will have access to a substantial amount of
                           Confidential Information and Trade Secrets and that
                           Coram is placing him in such position and giving him
                           access to such information in reliance upon his
                           agreement not to compete with Coram during the
                           Restricted Period; (C) that due to his/her
                           management duties, Executive will be the repository
                           of a substantial portion of the goodwill of Coram
                           and would have an unfair advantage in competing with
                           Coram; (D) that Executive is capable of competing
                           with Coram; and (E) that Executive is capable of
                           obtaining gainful, lucrative and desirable employment
                           that does not violate the restrictions contained in
                           this Agreement. In consideration of the compensation
                           and benefits being paid and to be paid by Coram to
                           Executive hereunder, Executive hereby agrees that,
                           during the Restricted Period, Executive will not,
                           without prior written consent of Coram, directly or
                           indirectly seek or obtain a Competitive Position in
                           the Restricted Territory with a

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                           Competitor; provided, however, that the provisions
                           of this Agreement shall not be deemed to prohibit
                           the ownership by Executive of any securities of a
                           Competitor of not more than five percent (5%) of any
                           class of securities of any corporation having a
                           class of securities registered pursuant to the
                           Securities Exchange Act of 1934, as amended.

        (d)       ENFORCEMENT OF RESTRICTIVE COVENANTS.

                  (i)      RIGHTS AND REMEDIES UPON BREACH. In the event
                           Executive breaches, or threatens to commit a breach
                           of, any of the provisions of the Restrictive
                           Covenants, Coram shall have the following rights and
                           remedies, which shall be independent of any others
                           and severally enforceable, and shall be in addition
                           to, and not in lieu of, any other rights and remedies
                           available to Coram at law or in equity:

                            (A)     the right and remedy to enjoin,
                                    preliminarily and permanently, Executive
                                    from violating or threatening to violate the
                                    Restrictive Covenants and to have the
                                    Restrictive Covenants specifically enforced
                                    by any court of competent jurisdiction, it
                                    being agreed that any breach or threatened
                                    breach of the Restrictive Covenants would
                                    cause irreparable injury to Coram and that
                                    money damages would not provide an adequate
                                    remedy to Coram; and

                            (B)     the right and remedy to require Executive to
                                    account for and pay over to Coram all
                                    compensation, profits, monies, accruals,
                                    increments or other benefits derived or
                                    received by Executive as the result of any
                                    transactions constituting a breach of the
                                    Restrictive Covenants; and

                           (C)      the right and remedy to suspend payment of
                                    any termination benefit payments (but not
                                    insurance or health benefits) during the
                                    pendency of any good faith dispute regarding
                                    Executive's breach of his/her covenants,
                                    provided that all amouns shall be paid to
                                    the Executive if Executive is found not to
                                    have been in breach of such covenants.

                  (ii)   SEVERABILITY OF COVENANTS. Executive acknowledges and
                         agrees that the Restrictive Covenants are reasonable
                         and valid in time and scope and in all other respects.
                         The covenants set forth in this Agreement shall be
                         considered and construed as separate and independent
                         covenants. Should any part or provision of any covenant
                         be held invalid, void or unenforceable in any court of
                         competent jurisdiction, such invalidity, voidness or
                         unenforceability shall not render invalid, void or
                         unenforceable any other part or provision of this
                         Agreement. If any portion of the foregoing provisions
                         is found to be invalid or unenforceable

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                         by a court of competent jurisdiction because its
                         duration, the territory, the definition of activities
                         or the definition of information covered is considered
                         to be invalid or unreasonable in scope, the invalid or
                         unreasonable term shall be redefined, or a new
                         enforceable term provided, such that the intent of
                         Coram and Executive in agreeing to the provisions of
                         this Agreement will not be impaired and the provision
                         in question shall be enforceable to the fullest extent
                         of the applicable laws.

SECTION 7.        ASSIGNMENT.

         (a) This Agreement is personal to the Executive and without the prior
written consent of Coram shall not be assignable by the Executive otherwise than
by will or the laws of descent and distribution. This Agreement shall inure to
the benefit of and be enforceable by the Executive's legal representatives.

         (b) This Agreement shall inure to the benefit of and be binding upon
Coram and its successors and assigns.

SECTION 8.        ARBITRATION.

         (a) To the extent permitted by applicable law, any dispute or
controversy arising under or in connection with this Agreement shall be resolved
exclusively by arbitration using one arbitrator in the city closest to
Executive's primary work location under the auspices of and in accordance with
the Employment Arbitration rules of the American Arbitration Association then in
effect. The agreement set forth herein to arbitrate shall be specifically
enforceable under prevailing arbitration law.

         (b) By initialing below, the parties hereto (i) acknowledge that they
have read and understood the provisions of this section regarding arbitration
and (ii) that performance of this Agreement will be in interstate commerce as
that term is used in the Federal Arbitration Act, 9 U.S.C. Section 1 ET SEQ.,
and the parties contemplated substantial interstate activity in the performance
of this Agreement including, but not limited to, interstate travel, the use of
interstate phone lines, the use of the U.S. mail services and other interstate
courier services.

             [Executive]                                  For Coram:

             -------------------                          -------------------

         (c) Notice of the demand for arbitration shall be filed in writing
with the other party to this Agreement and with the American Arbitration
Association. The demand for arbitration shall be made within a reasonable time
after the claim, dispute or other matter in question has arisen, and in no event
shall it be made after the date when institution of legal or equitable
proceedings based on such claim, dispute or other matter in question would be
barred by the applicable statute of limitations.

                                      12

<PAGE>

         (d) The award rendered by the arbitrator shall be final and judgment
may be entered upon it in accordance with applicable law in any court having
jurisdiction thereof. The findings of fact and conclusions of law of the
arbitrator shall be reduced to writing.

SECTION 9.        FEES AND EXPENSES.

          In the event Executive incurs legal fees and any other expenses in
seeking to obtain or to enforce any rights or benefits provided by this
Agreement and is successful, in whole or in part, in obtaining or enforcing any
such rights or benefits through settlement, arbitration, or otherwise, Coram
shall pay Executive's reasonable, documented legal fees and expenses incurred in
enforcing this Agreement and the fees of the arbitrator or arbitrators. Except
to the extent provided in the preceding sentence, each party shall pay its own
legal fees and other expenses associated with any dispute.

SECTION 10.       CHOICE OF LAW.

         Except as otherwise specifically set forth in this Agreement, this
Agreement shall be interpreted, construed and governed in accordance with the
laws of the State of Colorado.

SECTION 11.       WAIVER OF BREACH.

         Failure of either party to insist, in one or more instances, on
performance by the other in strict accordance with the terms and conditions of
this Agreement shall not be deemed a waiver or relinquishment of any right
granted in this Agreement or of the future performance of any such term or
condition or of any other term or condition of this Agreement, unless such
waiver is contained in a writing signed by the party making the waiver.

SECTION 12.       NOTICES.

         All notices, requests, demands and other communications required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given if delivered or three days after mailing if mailed, first class, certified
mail, postage prepaid:

                  To Coram:               Coram Healthcare Corporation
                                          1125 17th Street, Suite 2100
                                          Denver, CO  80202
                                          ATTN: Legal Department

                  To Executive:           At the address for notices listed in
                                          Exhibit A hereto.

         Any party may change the address to which notices, requests, demands
and other communications shall be delivered or mailed by giving notice thereof
to the other party in the same manner provided herein.

                                      13

<PAGE>

SECTION 13.       ENTIRE AGREEMENT.

         This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof and supersedes any other employment
agreements, letters of understanding, whether written or oral, between the
parties with respect to the matters set forth herein. This Agreement may not be
changed orally, but only by an instrument in writing signed by the party against
whom enforcement of any waiver, change, modification, extension or discharge is
sought.

                                      14

<PAGE>



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

CORAM HEALTHCARE CORPORATION

By: /s/ RICHARD M. SMITH                      /s/ VITO PONZIO, JR.
    -------------------------------------     ---------------------------------
    Chief Executive Officer and President     [EXECUTIVE]






                                       15

<PAGE>

                                    EXHIBIT A

Name and primary residence address for notices:

Vito Ponzio, Jr.
751 Williams Street
Denver, CO  80218


Duration of Initial Term:  1 Year

Office and Duties:         Senior Vice President, Human Resources

Office of Person to Whom the Executive Reports:      President and CEO

Base Salary: $145,000 per year.

Severance Period:  12 months.

Primary Work Location:     Denver, Colorado

Change of Control Payment: $150,000


                                       16
</TEXT>
</DOCUMENT>
