SECURITIES PURCHASE AGREEMENT Almost Family, Inc. National Health Industries, Inc. Cambridge Home Health Care Holdings, Inc. Evolve Capital, Ltd. AND Equityholders of Cambridge Home Health Care Holdings, Inc. Dated August 2, 2011

9.8.         Payment of Accounts Payable.  Since December 31, 2010, each Company Group member shall have paid its accounts payable in the ordinary course on a basis consistent with past practices, and as of the Closing Date, each Company Group member shall be current in the payment of its accounts payable consistent with past practices.

9.9.         Resignations and Releases.   Stockholder Representative shall tender the resignations of and releases, in form satisfactory to Purchaser, from each Person serving as a manager, director or officer of any Company Group member, effective as of the Closing.

9.10.       Release of Liens and Guarantees.  Stockholder Representative shall deliver to Purchaser evidence satisfactory to Purchaser of the release by Company Group’s lenders of all liens on the assets of any Company Group member (or a payoff letter satisfactory to Purchaser) and the termination of any guarantee obligations of any Company Group member in favor of Company Group’s lenders.

9.11.       No Company Group Material Adverse Effect.  There shall not have occurred any fact, circumstance, event, change, effect or occurrence that has had or is reasonably likely to have a Company Group Material Adverse Effect.

9.12.       Employment Arrangements.  The Key Employees shall have agreed to continued employment with Company Group on terms reasonably satisfactory to Purchaser and shall have entered into written agreements setting forth noncompetition and other restrictive covenants reasonably satisfactory to Purchaser.

9.13.       Release of Severance and Change-in-Control Arrangements.  Each Person who has a severance or change-in-control or similar agreement entitling such Person to a payment from any Company Group member in connection with the transactions contemplated by this Agreement shall have released Company Group from such obligation as of the Closing Date, in a form reasonably satisfactory to Purchaser.  Equityholders acknowledge that any payment of such compensation or fees by Buying Parties, their affiliates or any Company Group member of any such compensation or fees after the Closing Date shall be paid out of the Purchase Price at Closing.

9.14.       Acquisition of all Company Equity.  This Agreement must be executed and delivered by all Equityholders and Purchaser must acquire all Company Equity at Closing excluding Company Options which shall be cancelled as provided in paragraph 2.4.

9.15.       Payoff of all Company Indebtedness.  All Debt must be paid and satisfied in full out of the Purchase Price at Closing.

9.16.       Termination of Management Agreement.  The Management Agreement with Transition Capital Partners, Ltd. (“TCP”) must have been terminated and TCP must have executed a general release of Company Group in form reasonably satisfactory to Purchaser.

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9.17.       FIRPTA.  Company shall deliver a properly and duly executed certification certifying in accordance with IRC § 1445 for purposes of satisfying Purchaser’s obligations under Treasury Regulations 1.1445-2(c)(3).

9.18.       Release by Holders of Company Options.  Each holder of a Company Option must have executed a release in form satisfactory to Purchaser of any rights of the holder with respect to such Company Options and related Company Group incentive plans.

Article 10
Conditions Precedent to Equityholders’ Obligations

Equityholders’ obligation to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions prior to or at Closing, unless waived by Stockholder Representative:

10.1.       Representations and Warranties True at Closing.   Each of the representations and warranties of Buying Parties contained in this Agreement shall be true and correct (in the case of representations and warranties qualified as to materiality or material adverse effect) or true and correct in all material respects (in the case of other representations and warranties) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except (i) that those representations and warranties which address matters only as of a particular date shall be true and correct as of such date and (ii) for changes contemplated by this Agreement), and Stockholder Representative shall have received a certificate of Purchaser’s chief executive officer to such effect.

10.2.       Compliance with Agreement.  Each Buying Party shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and Company shall have received a certificate of Purchaser’s chief executive officer to such effect.

10.3.       Adverse Proceedings.   As of the Closing Date, no order, decree or judgment of any court, agency or other governmental authority has been rendered against any party to this Agreement which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

10.4.       Medicare Change in Control.  Buying Parties shall have made their Medicare Form 855 change of ownership filings and all required filings necessary to transfer or change the ownership of Health Care Licenses and taken all commercially reasonable efforts that can be taken prior to Closing to obtain Governmental Authority consent to such transfer of Health Care Licenses.

Article 11
Termination of Agreement

11.1.       Termination.  This Agreement and the transactions contemplated hereby may be terminated or abandoned at any time before the Closing Date:

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(a)           by mutual consent of Stockholder Representative and Buying Parties;

(b)           by Stockholder Representative, on the one hand, or Buying Parties, on the other hand, if a Closing does not occur on or before August 31, 2011;

(c)           by Buying Parties, if there has been a material misrepresentation in this Agreement by Equityholders, or a material breach by Company or Equityholders of any of their warranties or covenants set forth in this Agreement, Buying Parties have notified Stockholder Representative of the breach, and such breach has continued without cure for a period of 20 Business Days after the notice of breach;

(d)           by Stockholder Representative if there has been a material misrepresentation in this Agreement by any Buying Party, or a material breach by any Buying Party of any of its warranties or covenants set forth in this Agreement, Company has notified Buying Parties of such breach, and such breach has continued without cure for a period of 20 Business Days after the notice of breach; and

(e)           by Buying Parties, if Company or an Equityholder has breached any representation, warranty, covenant or other agreement contained in paragraph 6.6 of this Agreement.

Article 12
Indemnification

12.1.       Survival of Representations and Warranties.  The representations and warranties of the parties contained in this Agreement or in any certificate or other instruments delivered pursuant to this Agreement shall survive the Closing for a period of 24 months; provided, however, that (i) the “Taxes” representation in paragraph 4.4 will survive for the greater of 36 months or the applicable statute of limitations and (ii) the “Billing Practices” representation in paragraph 4.28 will survive for 36 months.

12.2.       Indemnification of AFAM Indemnified Persons.

(a)           General.  Subject to the limitations in paragraph 12.6, Equityholders agree jointly and severally solely with respect to any Losses paid out of the Escrow Amount and severally and not jointly based on their respective Pro Rata Share with respect to any individual indemnification obligation under this Agreement to indemnify, defend and hold Buying Parties and their respective officers, directors, shareholders, agents, affiliates, direct and indirect subsidiaries (including each Company Group member`` after Closing) and attorneys (each a “AFAM Indemnified Person” and collectively, “AFAM Indemnified Persons”) harmless from, against and in respect of, and shall reimburse each AFAM Indemnified Person for, any damage, liability, loss, offset, recoupment, cost or expense (including reasonable attorneys’ fees) but excluding lost business opportunities, lost profits and incidental, special, exemplary or consequential damages (collectively, “Losses”) incurred by a AFAM Indemnified Person resulting from or arising out of any of the following:

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(i)            any breach of Company Group’s or any Equityholder’s representations, warranties or covenants in this Agreement or any schedule or certificate delivered pursuant to this Agreement;

(ii)           any brokerage or similar fee due to any agent of Company Group or any Equityholder with respect to the transactions contemplated by this Agreement;

(iii)          fees, compensation or other expenses, including legal, accounting, tax and advisor expenses of Company Group or Equityholders arising out of or with respect to the transactions contemplated by this Agreement; and

(iv)          any failure by Company Group to have paid, as of the Closing Date, its accounts payable in the ordinary course on a basis consistent with past practices or in accordance with the terms of the applicable account payable, or any failure of Company Group, as of the Closing Date, to be current in the payment of its accounts payable consistent with past practices.

(b)           Audits, Investigations, Refund Obligations and Other Pre-Closing Liabilities.  Subject to the limitations in paragraph 12.6, Equityholders agree, jointly and severally solely with respect to any Losses paid out of the Escrow Amount and severally and not jointly based on their respective Pro Rata Share with respect to any individual indemnification obligation under paragraphs 8.6(b), 12.2(b)(ii) and 12.2(b)(iii) of this Agreement, to indemnify, defend and hold each AFAM Indemnified Person harmless from, against and in respect to, and reimburse such AFAM Indemnified Person on demand for, any Losses resulting from or arising out of any of the following:

(i)            [reserved]

(ii)           any audit or investigation by Medicaid or Medicare authorities or Third Party Payors concerning the operation of the Business or Company Group’s participation in any Programs before the Closing, or any amounts paid to Company Group with respect to the operation of the Business or participation in any Programs prior to the Closing Date; and

(iii)          any assessment, adjustments, suspensions or offsets made against any Company Group member, the Business or an AFAM Indemnified Person as a result of a Medicaid, Medicare, other Government Authority or regulatory or other Third Party Payor audit or investigation regarding the operation of the Business or Company Group’s participation in any Programs prior to the Closing Date.

12.3.       Indemnification of Equityholders.  Purchaser agrees to indemnify, defend and hold Equityholders and their respective agents, affiliates, successors and assigns (each a “Company Indemnified Person” and collectively, “Company Indemnified Persons”) harmless from and against, and reimburse each Company Indemnified Person on demand for, any Losses incurred by such Company Indemnified Person resulting from or arising out of any of the following:  (i) any breach of Buying Parties’ representations, warranties or covenants in this

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Agreement or any certificate delivered pursuant to this Agreement; and (ii) any brokerage or similar fee due to any agent of Buying Parties.

12.4.       Exclusive Remedy; Release and Waiver of Right to Indemnification.

(a)           Except for (i) claims based on fraud, (ii) equitable relief and specific performance, (iii) Losses relating to a breach of paragraph 4.4 (Taxes) or pursuant to the express indemnification right under paragraph 8.6(b) (Taxes) and (iv) Losses relating to a breach of paragraph 4.28 (Billing Practices) or pursuant to the express indemnification right under paragraphs 12.2(b)(ii) and 12.2(b)(iii) (Reimbursement Obligations), recovery from the Escrow Amount shall be the sole and exclusive remedy after the Closing Date for any Losses incurred by any AFAM Indemnified Person arising out of, related to or otherwise by virtue of any breach or claim in connection with this Agreement or any transaction contemplated hereby, regardless of the cause of action.  No AFAM Indemnified Person shall be entitled to make any claim directly against any Equityholder after the Closing Date for any Losses arising out of, related to or otherwise by virtue of any breach or claim in connection with this Agreement or any transaction contemplated hereby, regardless of the cause of action, except for (A) claims based on fraud, (B) Losses arising out of a breach of Equityholders’ representations in paragraph 4.4 (Taxes), (C) indemnification claims under paragraph 8.6(b) (Taxes) or (D) Losses relating to a breach of paragraph 4.28 (Billing Practices) or pursuant to the express indemnification right under paragraphs 12.2(b)(ii) and 12.2(b)(iii) (Reimbursement Obligations), and in such cases, no Equityholder shall be liable for any Losses that exceed such Equityholder’s Pro Rata Share of the indemnification amount payable pursuant to this Agreement, but in no event to exceed Equityholder’s Pro Rata Share of the Purchase Price; provided, however, liability for matters described in clause (D) above and AFAM Indemnified Persons right of recovery shall be limited as provided in paragraph 12.6(b)(ii).

(b)           No Equityholder shall have any right of contribution, right of indemnity or other right or remedy against any AFAM Indemnified Person or any Company Group member in connection with any indemnification claim by an AFAM Indemnified Person.  Each Equityholder hereby acknowledges and agrees that, effective as of the Closing Date, such Equityholder waives and releases any statutory or contractual right, or any right under the organization documents (articles of incorporation, bylaws or comparable documents) to indemnification by any Company Group member, whether such indemnification right is as a result of such Equityholder serving as a director, officer, employee, agent of a Company Group member or in any other capacity.

12.5.       Procedure for Indemnification.

(a)           An AFAM Indemnified Person seeking indemnification under paragraphs 12.2 or 8.6(b) shall give written notice to Stockholder Representative specifying the basis on which indemnification is sought in reasonable detail and such other information known to such AFAM Indemnified Person regarding the indemnification claim, promptly, but in no event later than 10 Business Days, after such AFAM Indemnified Person learns of the claim or proceeding; provided that the failure to give such notice shall not affect the rights to indemnification hereunder if such AFAM Indemnified Person uses its best efforts to mitigate damages and such

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failure to give notice does not prejudice the right of Stockholder Representative to defend the claim.

(b)           A Company Indemnified Person seeking indemnification under paragraph 12.3 shall give written notice to Purchaser specifying the basis on which indemnification is sought in reasonable detail and such other information known to such Company Indemnified Person regarding the indemnification claim, promptly, but in no event later than 10 Business Days, after such Company Indemnified Person learns of the claim or proceeding; provided that the failure to give such notice shall not affect the rights to indemnification hereunder if such Company Indemnified Person uses its best efforts to mitigate damages, except to the extent Buying Parties, Company Group or Company Group’s Business is actually prejudiced.

(c)           With respect to any third-party claims or proceedings as to which an AFAM Indemnified Person or a Company Indemnified Person, as the case may be, (each, a “Claimant”) is seeking indemnification hereunder, Purchaser, in the case of an indemnification claim brought by a Company Indemnified Person, Stockholder Representative in the case of an indemnification claim brought by an AFAM Indemnified Person (each of Purchaser and Stockholder Representative in such cases, the “Counterparty”) shall have the right to select and employ counsel of its own choosing reasonably satisfactory to the Claimant to defend against any such claim or proceeding, to assume control of the defense of such claim or proceeding, and to compromise, settle or otherwise dispose of the same, if the Counterparty deems it advisable to do so, all at the expense of the Counterparty; provided, that the Counterparty conducts the defense actively and diligently and in a manner to minimize the risk of the Claimant becoming subject to any liability for any other material matter.  Further, the Counterparty shall not consent to the entry of any judgment or enter into any compromise or settlement with respect any third-party claim without the prior written consent of the Claimant unless such judgment, compromise or settlement results in the full and general release of the AFAM Indemnified Persons or Company Indemnified Person, as applicable, from all liabilities arising or relating to, or in connection with, the third-party claim, and involves no finding or admission of any violation of laws, rules or regulations or the rights of any Person and has no effect on any other claims that may be made against the Claimant.  The Claimant may elect to participate in the defense of any such third party claim, and may, at its sole expense, retain separate counsel in connection therewith.  Notwithstanding the foregoing, if in the reasonable opinion of the Claimant, any such claim or the litigation or resolution of any such claim involves an issue or matter that could have a material adverse effect on the on the business, operations, condition (financial or otherwise), assets or earnings of the Claimant, the Claimant shall have the right to control the defense or settlement of any such claim or demand and its reasonable costs and expenses shall be included as part of the indemnifiable Losses.  The Claimant shall not settle or compromise any such third party claim without the prior written consent of the Counterparty, which consent shall not be unreasonably withheld.  The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding.

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12.6.       Limitations on Indemnification Obligations.

(a)           The period during which claims for indemnification by an AFAM Indemnified Person or by any Company Indemnified Person may be initiated shall commence at the Closing Date and terminate at the date that is 24 months after the Closing Date (the “Claim Period”); provided, however that (x) the period for indemnification for breaches of paragraph 4.4 (Taxes) shall be the greater of 36 months or the applicable statute of limitations and (y) the period for indemnification for breaches of paragraph 4.28 (Billing Practices) shall be 36 months after the Closing Date.  The indemnification obligations under this Article 12 shall terminate on the date that is 24 months after the Closing Date, except for (i) claims for breach of paragraph 4.4 (Taxes) and for indemnification under paragraph 8.6(b) (Taxes), which in each case shall terminate on the date that is the greater of 36 months after the Closing Date or the applicable statute of limitations, (ii) claims for breach of paragraph 4.28 (Billing Practices) and for indemnification under paragraphs 12.2(b)(ii) and (iii) (Reimbursement Obligations), which shall terminate on the date that is 36 months after the Closing Date and (iv) matters as to which an AFAM Indemnified Person or a Company Indemnified Person has made a claim for indemnity on or before expiration of the applicable survival period, which claim shall survive the expiration of such period until such claim is finally resolved in accordance with the terms of this Article 12 and the Escrow Agreement and any obligations with respect thereto are fully satisfied.

(b)           No AFAM Indemnified Person may recover from the Escrow Amount in respect of any claim for indemnification, unless and until indemnifiable Losses of the AFAM Indemnified Persons have been incurred, paid or properly accrued in an aggregate amount greater than $300,000 (the “Indemnification Deductible”) and AFAM Indemnified Persons’ right to recover is limited to the amount in excess of the Indemnification Deductible and shall be limited to the Escrow Amount; provided, however, that:

(i)            with respect to Tax Obligations, AFAM Indemnified Persons’ right to recover from Equityholders and the Escrow Amount is not limited to the Escrow Amount, is capped at the Purchase Price, is not subject to the Indemnification Deductible; during the General Escrow Period, AFAM Indemnified Persons shall first seek recovery from the Escrow Amount until such time as the balance of the Escrow Amount is $1,000,000 or less, in which case the AFAM Indemnified Person may continue to seek recovery from the Escrow Amount or may demand and seek payment from the Equityholders (severally and not jointly based on their respective Pro Rata Share);

(ii)           with respect to Reimbursement Obligations, AFAM Indemnified Persons’ right to recover from Equityholders and the Escrow Amount is not subject to the Indemnification Deductible but is limited to a maximum amount of $3,500,000 (the “Reimbursement Cap”); during the General Escrow Period, AFAM Indemnified Persons shall first seek recovery from the Escrow Amount until such time as the balance of the Escrow Amount is $1,000,000 or less, in which case AFAM Indemnified Persons may continue to seek recovery from the Escrow Amount or may demand and seek payment from the Equityholders (severally and not jointly based on their respective Pro Rata Share) for the balance of the claims up to the Reimbursement Cap. After the General Escrow Period, the AFAM Indemnified Persons shall seek recovery from the Escrow Amount until such time as the Escrow Amount are depleted and then the AFAM Indemnified Persons shall demand and seek payment from the

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Equityholders (severally and not jointly based on their respective Pro Rata Share) for the balance of the claims up to the Reimbursement Cap.

Notwithstanding the foregoing provisions of this paragraph 12.6(b)(ii), if as a result of an internal review, audit or other internal investigation, Purchaser believes a Reimbursement Obligation exists pursuant to a legal or other obligation to self-report (“Self Reporting Obligation”), it shall notify the Stockholder Representative of its determination. Purchaser and the Stockholder Representative shall meet and seek to determine together whether a Self-Reporting Obligation exists.  If Purchaser and Stockholder Representative are unable to reach consensus within 30 days, each of Purchaser and Stockholder Representative shall select an independent consultant (who shall be reasonably acceptable to the other party) and together with the parties respective consultants, the parties shall seek to determine whether a Self Reporting Obligation exists.  If the consultants reach consensus that a Self-Reporting Obligation does in fact exist, the AFAM Indemnified Persons shall be entitled to indemnification for Reimbursement Obligations subject to the limits contained in this paragraph 12.6(b)(ii).  If the consultants reach consensus that a Self-Reporting Obligation does not in fact exist, then the AFAM Indemnified Persons shall not be entitled to indemnification for Reimbursement Obligations.  If the consultants do not reach consensus that a Self-Reporting Obligation exists, then Purchaser and Stockholder Representative shall select by mutual agreement a third independent consultant who will then review the findings of the first two consultants and reach a determination whether a Self-Reporting Obligation does in fact exist or not exist.  If the third independent consultant determines that a Self-Reporting Obligation does in fact exist, the AFAM Indemnified Persons shall be entitled to indemnification for Reimbursement Obligations subject to the limits contained in this paragraph 12.6(b)(ii).  If the third independent consultant determines that a Self-Reporting Obligations does not in fact exist, then the AFAM Indemnified Persons shall not be entitled to indemnification for any amounts paid by Purchaser or Company Group pursuant to self-reporting to any governmental or non-governmental payor or plan;

(iii)          with respect to Accounts Payable Obligations, AFAM Indemnified Persons’ right to recover is limited to the Escrow Amount, is subject to a separate indemnification deductible of $25,000 (i.e., the Indemnification Deductible does not apply to Accounts Payable Obligations), and AFAM Indemnified Persons are limited to recovery from the Escrow Amount; and

(iv)          with respect to Workers Compensation Obligations, AFAM Indemnified Persons right to recover is limited to 50% of Losses in excess of the WC Reserve up to $1,000,000 of total Losses including claims against the WC Reserve, and thereafter 100% of  Losses with respect to Workers Compensation Obligations up to the Escrow Amount.

(c)           The Company Indemnified Persons may not recover from Purchaser in respect of any claim for indemnification unless and until indemnifiable Losses of Company Indemnified Persons have been incurred, paid or properly accrued in an aggregate amount greater than the Indemnification Deductible.  Once the Indemnification Deductible has been exceeded, the Company Indemnified Persons shall be entitled to recover from Purchaser only indemnifiable Losses in excess of the Indemnification Deductible.

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(d)           Solely for purposes of this Article 12 and the determination of the indemnification obligations under paragraph 12.2, any qualifications by the terms “material” or “Material Adverse Effect” set forth in the text of Equityholders’ representations and warranties in Article 4 shall be ignored (i.e., the representations and warranties in Article 4 other than paragraph 4.18 shall be read as though the terms “material” or “Material Adverse Effect” have been deleted.

(e)           The amount of any Losses payable pursuant to this Article 12 with respect to any claim will be net of (i) any insurance proceeds received by the Indemnified Persons in respect of such Loss, and (ii) recoveries from third parties received by the Indemnified Persons in respect of such Loss.  If the Loss is covered by insurance or subject to third party recoveries, but proceeds have not been received, the Indemnified Persons shall use reasonable efforts to recover the amount of such insurance or recoverable from the insurer or third party, and, if applicable, will reimburse the Indemnifying Persons for any Losses already paid hereunder.

(f)            Notwithstanding anything in this Agreement to the contrary, to the extent that AFAM Indemnified Persons obtain payment of Tax Obligations or Reimbursement Obligations out of the Escrow Amount, AFAM Indemnified Persons will have the right, if the Escrow Amount is exhausted, to seek and obtain payment of other indemnification Losses payable pursuant to this Article 12 directly from Equityholders (severally and not jointly based on their respective Pro Rata Share) in an amount equal to the aggregate Tax Obligations and Reimbursement Obligations paid out of the Escrow Amount.

12.7.       Treatment of Indemnity Payments.  All indemnification payments shall be treated as adjustments to the Purchase Price for tax purposes, and such agreed treatment shall govern for purposes of this Agreement.

Article 13
Other Provisions

13.1.       Entire Agreement; Amendment.  All schedules to this Agreement are deemed to be incorporated into and made part of this Agreement.  This Agreement together with the schedules and recitals and the agreements contemplated hereby contains the entire agreement between the parties and there are no agreements, representations, or warranties which are not set forth herein.  This Agreement may not be amended or revised except by a writing signed by Stockholder Representative (on behalf of Equityholders), Company, and Buying Parties.

13.2.       Binding Effect; Assignment.  This Agreement is binding upon and inures to the benefit of the parties and their respective successors and assigns; provided, however, that neither this Agreement nor any rights hereunder are assignable nor transferable without the prior written consent of the other party.  This Agreement is not intended and must not be construed to create any rights in any Person other than the parties to this Agreement, and no Person may assert any rights as a third party beneficiary.

13.3.       Separate Counterparts.  This Agreement may be executed in several identical counterparts, all of which when taken together constitutes but one instrument, and it will not be

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necessary in any court of law to introduce more than one executed counterpart in proving this Agreement.  This Agreement may be executed and delivered by fax counterpart signatures, and upon exchange of fax counterpart signatures, this Agreement will be binding upon the parties.

13.4.       Transaction Costs.  Equityholders shall be responsible for any legal, accounting or other fees and expenses incurred by Company Group (prior to Closing) or Equityholders arising out of or relating to this Agreement.   Parent shall be responsible for and shall pay Parent’s and Purchaser’s costs for any legal, accounting and other services attendant to the transactions contemplated by this Agreement.  If any Company Group expenses or fees arising out of the transactions contemplated are accrued and unpaid as of Closing, such fees and expenses shall be paid out of the Purchase Price at Closing.

13.5.       Notices.  Any notice, request, instruction or documents required or permitted hereunder must be in writing and will be deemed given if delivered personally or by certified mail, U.S. mail, national recognized overnight courier service or sent by telex, telecopy or other telecommunication device capable of creating a written record (and promptly confirmed by hard copy delivery) to a party at the address set forth below:

(a)           If to Company or Stockholder Representative:

Evolve Capital, Ltd.

2200 Ross Avenue, Suite 4050

Dallas, TX 75201

Attn:  Jeff Baker

Fax ###-###-####

Email:  ***@***

with a copy to:

Locke Lord Bissell & Liddell LLP

2200 Ross Avenue, Suite 2200

Dallas, Texas 75201

Attn:  Jack E. Jacobsen

Fax:  (214) 756-8553

Email:  ***@***

(b)           If to Parent or Purchaser:

9510 Ormsby Station Road, Suite 300

Louisville, Kentucky  40223

Attn:  President

Fax:  (502) 891-8067

Email:  ***@***

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With a copy to:

Frost Brown Todd LLC

400 West Market Street, 32nd Floor

Louisville, Kentucky 40202-3363

Attn: Scott W. Dolson

Fax: (502) 581-1087

Email:  ***@***

unless and until notice of another or different address is given as provided herein.

13.6.       Captions.  The captions herein have been inserted solely for convenience of reference and in no way define, limit or describe the scope or substance of any provision of this Agreement.

13.7.       Gender.  All pronouns used herein will include both the masculine and feminine gender as the context requires.

13.8.       Governing Law; Joint Preparation.  The execution, interpretation, and performance of this Agreement will be governed by the laws of the State of Delaware, without regard to or application of its conflicts of law principles.  This Agreement is deemed to have been prepared jointly by the parties.  Any ambiguity in this Agreement will not be interpreted against either party and will be interpreted as if each of the parties hereto had prepared this Agreement.

13.9.       Severability.   Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.  If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified.

13.10.     Specific Performance.  Each party acknowledges and agrees that the other parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached.  Accordingly, each party agrees that the other parties shall be entitled to an injunction or other equitable relief to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in addition to any other remedy to which it may be entitled, at law or in equity.

13.11.     Rules of Construction.  The parties to this Agreement agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

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13.12.     Waiver of Jury Trial.  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED BY THE PARTIES IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY.  EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH 13.12.

[signature page follows]

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

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Schedules to Cambridge/Almost Family Stock Purchase Agreement

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EXHIBIT A

ESCROW AGREEMENT

This is an Escrow Agreement (this “Agreement”) dated as of August 5, 2011 (the “Closing Date”), by and among (i) Evolve Capital, Ltd. (the “Seller Representative”), (ii) Fifth Third Bank, Inc., an Ohio banking corporation (the “Escrow Agent”), and (iii) National Health Industries, Inc. (“Buyer”).

Recitals

The Parties have agreed to deposit in escrow certain funds and wish such deposit to be subject to the terms and conditions set forth herein.

THE PARTIES, INTENDING TO BE LEGALLY BOUND, AGREE AS FOLLOWS:

1.    Appointment.  The Parties hereby appoint the Escrow Agent as their escrow agent for the purposes set forth herein, and the Escrow Agent hereby accepts such appointment under the terms and conditions set forth herein.

2.     Fund.   Buyer agrees to deposit with the Escrow Agent the sum of $3,500,000 (the “Escrow Deposit”).  The Escrow Agent shall hold the Escrow Deposit and, subject to the terms and conditions hereof, shall invest and reinvest the Escrow Deposit and the proceeds thereof (the “Fund”) as directed in paragraph 3.  This Agreement is executed and delivered pursuant to the Securities Purchase Agreement dated as of August 2, 2011, among Almost Family, Inc., National Health Industries, Inc., Cambridge Home Health Care Holdings, Inc., the Equityholders of Cambridge Home Health Care Holdings, Inc. and the Seller Representative (the “Purchase Agreement”).  Terms not otherwise defined in this Agreement shall have the meanings assigned to them in the Purchase Agreement.