THIS EMPLOYMENT AGREEMENT ("Employment Agreement") is dated this 26TH day of January, 1998,
but effective as of the 1st day of March, 1998, between RES-CARE, INC., a Kentucky corporation (the
"Company"), and E. HALSEY SANDFORD (the "Employee").
WHEREAS, the Company and the Employee entered into an Employment Agreement dated as of March 1,
1992, as amended and restated by that certain Amended and Restated Employment Agreement dated as of April
27, 1992 and amended and restated by that certain Second Amended and Restated Employment Agreement
dated as of March 12, 1996 (collectively, the "Agreement");
WHEREAS, the Agreement was automatically renewed for one (1) year and may be terminated effective
February 28, 1998 by either party hereto; and
WHEREAS, the Company and Employee desire that Employee's employment with the Company continue and
they further desire to supersede the Agreement, effective March 1, 1998, by executing this Employment
Agreement and agreeing to be bound by the terms thereof.
NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties
agree as follows:
1. EMPLOYMENT. The Company hereby employs the Employee, and the Employee accepts such
employment, upon the terms and conditions set forth herein.
2. TERM. Unless previously terminated as hereinafter provided, the initial term of this Agreement shall commence
on March 1, 1998 and shall continue until February 28, 1999 (the "Initial Term"). This Agreement may be
extended in writing by the parties hereto upon mutually agreeable terms for successive periods of one (1) year
each (the "Renewal Term(s)"). The Initial Term and any Renewal Terms are sometimes collectively referred to as
(a) EMPLOYMENT AS SENIOR EXECUTIVE. During the Term, the Employee shall serve as Senior
Executive of the Company. The Employee shall, subject to the supervision and control of the President and Chief