This Agreement is made as of this 22nd day of December, 1997, by and between Transworld HealthCare, Inc.
("Transworld") and Robert W. Fine ("Consultant").
R E C I T A L S
WHEREAS, Consultant has extensive experience in the area of healthcare operations and desires to render
consulting services to Transworld related to the foregoing; and
WHEREAS, Transworld requires such consulting services for its subsidiaries known as Health Management, Inc.
("HMI"), Respiflow, Inc., Dermaquest, Inc. and M.K. Diabetic Support Services, Inc.; (each of the three
foregoing companies is hereinafter collectively referred to as the "Florida Subsidiaries"); and
WHEREAS, Transworld believes that it can utilize Consultant's services for the purposes of, among other things,
assisting the Company in (1) winding up its HMI operations, (2) seeking contribution for obligations related to the
Florida Subsidiaries, and (3) selling the Company's nursing subsidiary known as Transworld Home Healthcare -
Nursing Division, Inc. ("Transworld Nursing"); and
WHEREAS, Consultant wishes to enter into an agreement with Transworld to perform consulting services as set
NOW, THEREFORE, the parties agree as follows:
1. Compensation. Transworld agrees to retain Consultant as an independent contractor for the purpose of
rendering various forms of consulting services up to forty (40) hours per week. As compensation for these
services, Transworld agrees to compensate Consultant, through the Term, in the sum of $120,000, payable in
equal monthly installments of $20,000. Transworld shall also reimburse Consultant for his reasonable travel
expenses incurred in performing the duties set forth herein upon presentation of appropriate supporting
2. Duties. The value of Consultant's advice is not measurable in any quantitative manner and Consultant shall
render advice and assistance in good faith but
shall not be obligated to spend any specific amount of time in doing so. Consultant shall