NATIONAL HOME HEALTH CARE CORP
EXHIBIT 10.1 (FRED FIALKOW)
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>f760989_2.txt
<DESCRIPTION>EXHIBIT 10.1 (FRED FIALKOW)
<TEXT>
                                                                    EXHIBIT 10.1


                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

          Amended and  Restated  Employment  Agreement,  dated as of November 1,
2001, by and between NATIONAL HOME HEALTH CARE CORP.,  with offices at 700 White
Plains Road,  Scarsdale,  New York 10583  (hereinafter  called  "Company"),  and
FREDERICK H. FIALKOW (hereinafter called "Employee").

                              W I T N E S S E T H:
                              - - - - - - - - - -

          WHEREAS,  Company and Employee  desire to enter into this Agreement in
order that Employee be employed by Company upon the terms and conditions  stated
herein.

          NOW, THEREFORE,  in consideration of the mutual covenants,  conditions
and premises contained herein, the parties hereby agree as follows:

          1.  Employment.   Company  hereby  employs  Employee  for  the  period
beginning on the date hereof (the  "Commencement  Date"),  and ending five years
after the Commencement Date,  hereinafter called the "Employment  Period").  The
Agreement will automatically be renewed for an additional  five-year  Employment
Period  unless  Company or  Employee  elects not to renew by  providing  written
notice of such  election to the other  party  within 30 days prior to the end of
the initial five-year Employment Period.

          2. Duties.  Subject to the  authority of the Board of Directors of the
Company,  Employee shall be employed as the Company's  Chairman of the Board. It
is understood and agreed that Employee shall perform his services principally in
the Company's executive offices in Westchester County, New York, in the State of
Florida or any other facilities mutually agreeable to the parties. Employee will
perform such other duties and  services of a senior  executive  nature and shall
retain such status at the Company as shall be commensurate  with his position as
the Chairman of the Board.

          3. Full Time.  Employee  agrees  that he will devote his full time and
attention  during  regular  business  hours to the  business  and affairs of the
Company.

          4. Compensation.
             ------------

             (a) For all services  performed by Employee for Company  during the
Employment Period,  Company will pay Employee, in accordance with the normal pay
practice of the Company, a salary of $305,000 per annum ("Salary"), increased by
a percentage  equal to the aggregate  percentage  increase in the Consumer Price
Index since the year in which  Employee first was paid such salary amount by the
Company.  As used in this  paragraph  4A,  Consumer  Price  Index shall mean the
Consumer Price Index for Urban Wage Earners and Clerical Workers prepared by the
Bureau of Labor Statistics of the U.S. Department of Labor, or, if that index is
not then being published,  the most nearly  comparable  successor index that the
parties  may  agree  upon or,  if they fail to  agree,  an index  designated  by
Company's  independent  certified  public  accountants.  If a successor index is
used,  Company's  independent  certified  public


                                      -1-
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accountants  shall make such  adjustments  to the index as may be appropriate to
carry out the  intention of this  paragraph and the  accountants'  determination
shall be final and binding on the parties.

             (b) As additional compensation, Employee shall receive four percent
of the Company's Pre-Tax Income which, in each fiscal year during the Employment
Period,  exceeds  $3,000,000.  No additional  compensation shall be paid for any
fiscal year in which Pre-Tax Income is less than $3,000,000.

             (c) The  additional  compensation  to be paid pursuant to paragraph
4(B) shall be payable  immediately  following the  availability of the financial
statements  relating to the applicable  fiscal year of Company,  but in no event
later than 120 days after the end of such fiscal year.

             (d) The  Employee  shall also be  entitled  to  participate  in the
health,  retirement,  profit  sharing,  insurance or similar  benefits which the
Company  provides to any of its other senior  executive  employees.  The Company
will use its best commercially  reasonable efforts to cause its benefits package
for senior executive officers to be commensurate with benefits packages provided
for senior  executive  officers by other similarly  situated public companies in
the health care business. In addition, the Employee and his spouse shall also be
entitled  to  long-term  care  insurance  coverage  under  policies  at least as
beneficial  to the  Employee  and his  spouse  as the  policies  to such  effect
currently  in place as  underwritten  by Travelers  Insurance,  the premiums for
which shall be paid by the Company.

             (e) For the purposes of this Agreement, "Pre-Tax Income" shall mean
for each fiscal year the net income of Company and its consolidated subsidiaries
for such  fiscal  year  before any  charges  for  federal,  state or other taxes
relating to income,  determined in accordance with generally accepted accounting
principles.

          5. Reimbursement  of Expenses.  Company  recognizes that Employee,  in
performing Employee's duties under this Agreement, may be required to spend sums
of money in  connection  with  those  duties  for the  benefit  of  Company  and
accordingly  will  reimburse  Employee  $15,000  annually,   for  such  expenses
beginning on the first day of the Employment Period payable weekly. In the event
Employee incurs  expenses in the  performance of Employee's  duties on behalf of
Company in excess of $15,000 in any year of the Employment Period,  Employee may
present to Company an  itemized  voucher for such  expenses  paid or incurred by
Employee,  and on presentation  of that itemized  voucher Company will reimburse
Employee  or  pay  the  expense  incurred  for  all  such  reasonable  expenses,
including,  but not limited to, travel, meals,  lodging,  entertainment and cash
promotion. Company will provide to Employee every two years the use for business
purposes of an  automobile,  purchased or leased by Company  (or, at  Employee's
option,  a cash  allowance  equal to the amount  paid by Employee to purchase or
lease such an automobile),  selected by Employee and having a cost to Company of
up to $40,000 per each two year period (in the case of a purchase) or $1,000 per
month (in the case of a lease),  each of which amount is subject to a cumulative
annual  percentage  increase  equal to the  percentage  increase in the Consumer
Price  Index  (as such  term is used in  Paragraph


                                      -2-
<PAGE>

4A), with all expenses of operation, such as insurance, gas, oil and repair paid
for by  Company.  Company  will also  provide to Employee  the use for  business
purposes  of a  telephone  in  each  of  his  residences  and  in  each  of  his
automobiles.

          6. Vacation.  Employee shall be entitled to reasonable vacation during
the  Employment  Period  but in no event less than six (6) weeks  vacation  each
year.

          7. Disability.  In the event that Employee shall be unable to perform,
because  of  illness  or  incapacity,  physical  or  mental,  all the duties and
services to be performed by him  hereunder  for a  consecutive  period of twelve
(12) months,  the Company may terminate this  Agreement  after the expiration of
such period  ("Disability  Period").  Employee  shall be entitled to receive the
compensation  provided by paragraph 4(A) up to the end of the Disability  Period
(less payments from any disability  insurance proceeds received by Employee with
respect to the Disability  Period).  Disability  under this  Paragraph  shall be
determined  by a physician  who shall be selected  by  Employee  and  reasonably
approved by the Company.  Such approval  shall not be  unreasonably  withheld or
delayed,  and a  physician  shall be deemed to be  approved  unless he or she is
disapproved in writing by the Company within ten (10) days after his or her name
is submitted.  Company will pay the premiums for a disability  insurance  policy
which will provide  Employee with disability  payments after  termination of the
Disability  Period equal to one-half of  Employee's  Salary during the period of
disability or until Employee becomes 75 years old, whichever is sooner.

          8. Death;  Life  Insurance.  This Agreement  shall  terminate upon the
death of Employee.  Company shall at its expense use all  reasonable  efforts to
purchase and maintain on behalf of Employee during the Employment  Period a life
insurance  policy on the life of  Employee,  payable  to such  beneficiaries  as
Employee  may from time to time  designate,  in an amount  equal to three  times
Employee's annual Salary.

          9. Termination.

             (a) Company may discharge Employee for cause at any time. Cause for
discharge  will exist when (i) Employee  materially  breaches this Agreement and
such breach is not cured within 30 days  following  written notice by Company to
Employee of such breach,  or (ii)  Employee is convicted of any act or course of
action  involving  moral  turpitude  which  materially   adversely  affects  the
reputation of Company. If, during the Employment Period,  Employee is discharged
for cause, Company, without any limitation on any remedies it may have at law or
equity, is without liability for Salary or any other liability to Employee after
the date of such discharge.

             (b) Employee may terminate  this  Agreement  during the term hereof
without  liability  at any time upon at least one year prior  written  notice to
Company.

             (c) In the  event  that as of the date of the  termination  of this
Agreement  following a full five-year  Employment Period, this Agreement has not
been renewed or Employee and Company have not entered into a mutually  agreeable
successor employment


                                      -3-
<PAGE>

agreement,  then Company  shall pay Employee on the date of such  termination  a
lump-sum amount equal to Employee's annual Salary as of such date.

          10. Change in Control. In the event of a Change in Control, as defined
below, of the Company, the Company shall pay to Employee a lump-sum amount equal
to one-half of Employee's Salary at the time of the occurrence of such Change in
Control,  which amount shall be paid within ten days after such occurrence.  The
foregoing  payment  shall be in  addition  to and shall not reduce or in any way
affect the terms of payment of any amounts to which  Employee  shall be entitled
hereunder.  The Company  hereby agrees to obtain an agreement from any successor
to assume and agree to honor and perform  this  Agreement.  For purposes of this
Agreement, a "Change in Control" shall have occurred if:

             (a) any "person",  as such term is used in Sections 13(d) and 14(d)
of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act") (other
than the Company,  any trustee or other fiduciary  holding  securities  under an
employee  benefit plan of the Company,  Employee or Dr. Bernard Levine or any of
their  respective  immediate  family  members  or  affiliates  (as such terms is
defined in Rule 405 under the Securities Act of 1933) or any corporation  owned,
directly or indirectly,  by the stockholders of the Company in substantially the
same proportions as their ownership of stock of the Company),  is or becomes the
"beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act),  directly
or  indirectly,  of  securities of the Company  representing  30% or more of the
combined voting power of the Company's then outstanding securities;

             (b) during any period of not more than two  consecutive  years (not
including any period prior to the execution of this Agreement),  individuals who
at the  beginning  of such period  constitute  the Board,  and any new  director
(other than a director  designated by a person who has entered into an agreement
with the Company to effect a transaction  described in clause (a), (c) or (d) of
this  Section)  whose  election by the Board or  nomination  for election by the
Company's  shareholders  was  approved by a vote of at least  two-thirds  of the
directors then still in office who either were directors at the beginning of the
period or whose  election or nomination for election was previously so approved,
cease for any reason to constitute at least a majority thereof;

             (c)  the   shareholders   of  the  Company   approve  a  merger  or
consolidation of the Company with any other corporation, other than (A) a merger
or  consolidation  which would  result in the voting  securities  of the Company
outstanding  immediately  prior  thereto  continuing  to  represent  (either  by
remaining  outstanding  or by being  converted  into  voting  securities  of the
surviving  entity)  more than 80% of the  combined  voting  power of the  voting
securities of the Company or such surviving entity outstanding immediately after
such  merger or  consolidation  or (B) a merger  or  consolidation  effected  to
implement a recapitalization of the Company (or similar transaction) in which no
"person" (as hereinabove  defined) acquires more than 30% of the combined voting
power of the Company's then outstanding securities; or


                                      -4-
<PAGE>

             (d) the  shareholders  of the  Company  approve a plan of  complete
liquidation  of the Company or an agreement for the sale or  disposition  by the
Company of all or substantially all of the Company's assets.

          11. Disclosure of Confidential Information. "Confidential Information"
means all information known by Employee, because of employment by Company, about
Company's present or prospective  products,  processes,  services or activities.
Confidential  Information does not include  information  generally known,  other
than  through  breach  of a  confidentiality  agreement  with  Company,  in  the
industries in which Company engages or may engage.  Employee will never,  during
or after the  Employment  Period,  directly or indirectly  use any  Confidential
Information  except in the performance of Employee's  duties for Company,  or in
the  performance  of  Employee's  duties  and to other  persons as  directed  by
Company.  Employee will use reasonable  efforts to prevent  unauthorized  use or
disclosure of  Confidential  Information.  Upon  termination of employment  with
Company, Employee will deliver to Company all writings relating to or containing
Confidential  Information,  including,  without  limitation,  notes,  memoranda,
letters,  drawings,  diagrams, and printouts and also including any tapes, discs
or other forms or recorded  information.  If Employee  violates any provision of
this paragraph  during,  or after the Employment  Period,  Company  specifically
reserves the right, in appropriate  circumstances,  to seek full indemnification
from  Employee  should  Company  suffer any monetary  damages or incur any legal
liability  to any person as a result of the  disclosure  or use of  Confidential
Information by Employee in violation of this paragraph.

          12. Restrictive Covenants.  Upon termination of the Employment Period,
Employee will not for a period of one year  following the date of termination of
the  Employment  Period  directly or indirectly  engage in or participate in the
management  or  ownership  of any  business  or  activity  in the New York  City
metropolitan area, including suburban and other counties of New York, New Jersey
and Connecticut  generally  considered a part of such area, the State of Florida
or in any other state in which  Company is  registered  to do business as of the
date of  termination  of the  Employment  Period,  which  directly or indirectly
competes with the business conducted by Company.  Employee recognizes and hereby
acknowledges  that the restrictions  imposed upon Employee in this paragraph are
reasonable and are necessary for the protection of the business of Company.

          13. Ownership of Inventions,  Discoveries and  Improvements.  Employee
shall  promptly  disclose  in writing to the Board of  Directors  of Company all
inventions,  discoveries,  and  improvements  conceived,  devised,  created,  or
developed  by  Employee  in  connection   with  his  employment   (collectively,
"Invention"), and Employee shall transfer and assign to Company all right, title
and  interest  in and to such  Invention,  including  any and all  domestic  and
foreign patent rights,  domestic and foreign  copyright rights therein,  and any
renewal thereof.  Such disclosure is to be made promptly after the conception of
each  Invention,  and each  Invention  is to become and remain the  property  of
Company,  whether or not patent or copyright  applications  are filed thereon by
Company.  On request of Company  Employee shall execute from time to time during
or after the  termination  of  employment  such further  instruments  including,
without


                                      -5-
<PAGE>

limitation,  applications for patents and copyrights and assignments  thereof as
may be deemed  necessary or desirable by Company to effectuate the provisions of
this paragraph 13.

          14.  Construction.  If the provisions of paragraph 11 should be deemed
unenforceable,  invalid,  or overbroad in whole or in part for any reason,  then
any court of competent  jurisdiction  or any arbitrator  appointed in accordance
with paragraph 15 is hereby authorized, requested, and instructed to reform such
paragraph to provide for the maximum competitive restraints upon your activities
(in time, product,  geographic area and customer solicitation) which may then be
legal and valid.

          15. Remedies, Damages and Jurisdiction.
              ----------------------------------

             (a) Employee agrees that violation of paragraphs 11, 12 or 13 would
cause  irreparable  injury  to  Company  for  which  the  remedy at law would be
inadequate,  and that Company shall be entitled in any court of law or equity or
in any arbitration  proceeding in accordance  with this paragraph 14,  whichever
forum is designated by Company,  to preliminary,  permanent and other injunctive
relief  against any breach of the  provisions  contained in paragraphs 11, 12 or
13, and such punitive and compensatory damages as shall be awarded.  Further, in
the event of a  violation  of the  provisions  of  paragraph  12,  the period of
noncompetition  referred to therein  shall be extended but not  decreased  for a
period of time equal to the period that the violation occurred.

             (b) Except as otherwise provided in paragraph 14 and 15(a) relating
to the reformation of the restrictive  covenants and obtaining equitable relief,
any controversy or claim arising out of, or relating to this  Agreement,  or the
breach  thereof,  shall be settled by arbitration by one arbitrator in New York,
New York, in accordance  with the rule of the American  Arbitration  Association
and judgment  upon the award  rendered by the  arbitrator  may be entered in any
Court having jurisdiction thereof.

             (c)  Each  of  Company  and   Employee   hereby   consents  to  the
jurisdiction of the Supreme Court of the State of New York for the County of New
York and the United States District court for the Southern  District of New York
for all purposes in connection with said arbitration or for obtaining the relief
referred to in paragraphs 10, 11 or 12, and further consents that any process or
notice of motion  therewith  may be served by  certified or  registered  mail or
personal  services,  within  or  without  the  State  of New  York,  provided  a
reasonable time for appearance is allowed.

          16.  Severability.  If any of the provisions of this Agreement is held
to be invalid, illegal, or unenforceable, that determination will not affect the
enforceability  of any other  provisions  of this  Agreement,  and the remaining
provisions of this  Agreement will be valid and  enforceable  according to their
terms.


                                      -6-
<PAGE>

          17. Binding Effect.
              --------------

             (a) This  Agreement  constitutes  the entire  understanding  of the
parties,  may be modified only in writing,  is governed by the laws of New York,
and will be binding and inure to the benefit of Employee and Employee's personal
representatives and Company and Company's successors and permitted assigns.

             (b) In  furtherance  and not in limitation of the  foregoing,  this
Agreement  supersedes  any and all prior  employment  agreements,  including the
employment  agreement  dated as of November  1, 1998 by and between  Company and
Employee  and such  prior  agreements  hereby  are  terminated  and is no longer
binding on either party.


          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above mentioned.


                                    EMPLOYEE:

                                    /s/ Frederick H. Fialkow
                                    --------------------------------------------
                                              Frederick H. Fialkow


                                    COMPANY:

                                    NATIONAL HOME HEALTH CARE CORP.


                                    By: /s/ Robert P. Heller
                                       -----------------------------------------
                                       Name:   Robert P. Heller
                                       Title:  Chief Financial Officer and
                                               Executive Vice President


                                      -7-

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