EXHIBIT 10.2

EXECUTION VERSION

CONTRIBUTION AGREEMENT

        This CONTRIBUTION AGREEMENT, dated as of November 28, 2006 (this “Agreement”), by and among National Home Health Care Corp., a Delaware corporation (the “Company”), AG Home Health Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), AG Home Health LLC, a Delaware limited liability company (the “Parent”), and Frederick Fialkow, an individual (“Fialkow”).

        WHEREAS, concurrently with the execution of this Agreement, the Company, Acquisition Corp. and Parent are entering into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), whereby Acquisition Corp. shall be merged with and into the Company and the separate corporate existence of Acquisition Corp. shall cease, and the Company shall continue as the surviving corporation of such Merger;

        WHEREAS, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby are conditions to the Parent’s and Acquisition Corp.‘s obligations under the Merger Agreement to consummate the Merger;

        WHEREAS, Fialkow desires to contribute to the Company on the Closing Date such number of shares of the Company’s common stock, par value $.001 per share, as is equal to Eight Million Dollars ($8,000,000.00) divided by the Merger Consideration (the “Contributed Shares”), all on the terms and conditions set forth herein in exchange for a subordinated promissory note in the aggregate principal amount of Eight Million Dollars ($8,000,000.00), substantially in the form attached hereto as Exhibit A (the “Subordinated Note”); and

        WHEREAS, capitalized terms used herein but not defined herein shall have their respective meanings as set forth in the Merger Agreement.

        NOW, THEREFORE, in consideration of the mutual benefits to be derived and the representations and warranties, conditions and promises herein contained, and intending to be legally bound hereby, Fialkow, the Company, Parent and Acquisition Corp. hereby agree as follows:

ARTICLE I

TRANSACTION

        1.1.    Contributions. (a) On the Closing Date and with effect immediately prior to the Effective Time, Fialkow shall convey, contribute, transfer, assign and deliver, or cause to be conveyed, contributed, transferred, assigned and delivered, to the Company, and its successors and assigns forever, all of Fialkow’s right, title and interest in the Contributed Shares.

        (b)     The Company and Fialkow intend that the transactions contemplated by this Agreement are to be treated for tax purposes in the following manner: (i) the Subordinated Note is to be treated as debt for tax purposes, (ii) Fialkow will not own any stock or any other interest

in the Company (other than the Subordinated Note) after the contribution being made hereunder, and (iii) Fialkow’s interest in the Company will be treated as completely redeemed in full by the Company pursuant to the transactions contemplated hereunder so that Fialkow can take the position that the contribution of the Contributed Shares and transfer of the Subordinated Note is a transaction described in either Section 302(b)(2) or 302(b)(3) of the Internal Revenue Code of 1986, as amended.

        1.2.    Delivery of Contributed Shares. Fialkow shall obtain and deliver to the Company on the Closing Date (but prior to the Effective Time), where necessary, all notices, approvals, waivers and consents authorizing the transfer and assignment to the Company of the Contributed Shares. On the Closing Date (but immediately prior to the Effective Time), Fialkow shall deliver to the Company the certificates evidencing the Contributed Shares, accompanied by instruments of transfer or assignment endorsed in blank and dated the Closing Date, and such other documents as may be reasonably requested by the Company.

        1.3.    Issuance of Subordinated Note. In exchange for the contribution to the Company of the Contributed Shares, on the Closing Date, Company shall issue to Fialkow the Subordinated Note.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

        2.1.     The Company represents and warrants to Fialkow, Parent and Acquisition Corp. as of the date hereof and as of the Closing Date that:

        (a)    Organization. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has the requisite power and authority to carry on its business as now being conducted, except where the failure to be in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect. As used in this Agreement, the term “Company Material Adverse Effect” means any effect, event or change that prevents the Company from performing in all material respects its obligations under this Agreement or to consummate the transactions contemplated hereby in accordance with the terms hereof prior to the Termination Date.

        (b)    Authority Relative to this Agreement. The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize its execution and delivery of this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company, and (assuming this Agreement constitutes a valid and binding obligation of Fialkow, Parent and Acquisition Corp.) constitutes the valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and to general principles of equity.

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        (c)    No Violations; Required Filings and Consents. The execution and delivery by the Company of this Agreement does not, and the performance by the Company of this Agreement and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate any provision of the Company’s Certificate of Incorporation or bylaws, (ii) conflict with or violate in any material respect any Law applicable to the Company or by which any asset of Company is bound or affected (assuming that all consents, approvals, authorizations, filings and other actions required under the applicable requirements, if any, of the Exchange Act, the Securities Act, the HSR Act and Healthcare Laws and the rules and regulations thereunder, have been obtained, made or complied with), (iii) materially conflict with, result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require any payment under, or give rise to a loss of any benefit to which the Company is entitled under any provision of any Contract, except to the extent that any such conflict, breach, default, termination, amendment, acceleration, cancellation, payment or loss of benefit would not reasonably be expected to result in a Company Material Adverse Effect, or (iv) result in the creation or imposition of a Lien on any asset of the Company except for such Liens which would not reasonably be expected to result in a Company Material Adverse Effect.

        2.2.    Fialkow represents and warrants to the Company, Parent and Acquisition Corp. as of the date hereof and as of the Closing Date that:

        (a)    Ownership of Contributed Shares. Fialkow is the sole record and beneficial owner of the Contributed Shares, free and clear of any Liens.

        (b)    Authority Relative to this Agreement. Fialkow has full individual capacity to execute and deliver this Agreement, to perform his obligations hereunder, and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Fialkow, and (assuming this Agreement constitutes a valid and binding obligation of the Company, Parent and Acquisition Corp.) constitutes the valid and binding obligation of Fialkow, enforceable against him in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and to general principles of equity.

        (c)    No Violations; Required Filings and Consents. The execution and delivery by Fialkow of this Agreement does not, and the performance of this Agreement by Fialkow and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate in any material respect any Law applicable to Fialkow or by which any asset of Fialkow is bound or affected (assuming that all consents, approvals, authorizations, filings and other actions required under the applicable requirements, if any, of the Exchange Act, the Securities Act, the HSR Act and Healthcare Laws and the rules and regulations thereunder, have been obtained, made or complied with), (ii) materially conflict with, result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, require any notice, or require any payment under, or give rise to a loss of any benefit to which Fialkow is entitled under any provision of any Contract, except to the extent that any such conflict, breach, default, termination, amendment, acceleration, cancellation, payment or loss of

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benefit would not reasonably be expected to result in a Fialkow Material Adverse Effect, or (iii) result in the creation or imposition of a Lien on any asset of Fialkow except for such Liens which would not reasonably be expected to result in a Fialkow Material Adverse Effect. As used in this Agreement, the term “Fialkow Material Adverse Effect” means any effect, event or change that prevents Fialkow from performing in all material respects his obligations under this Agreement or to consummate the transactions contemplated hereby in accordance with the terms hereof prior to the Termination Date.

        (d)    Investment Representations.

                  (i)     (A) the Subordinated Note to be received by him will be acquired by him for investment for his own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof in violation of applicable federal and state securities laws and (B) he has no current intention of selling, granting participation in or otherwise distributing the same in violation of applicable federal and state securities laws. By executing this Agreement, Fialkow further represents that he does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to the Subordinated Note in violation of applicable federal and state securities laws.

                  (ii)     Fialkow understands that the Subordinated Note has not been registered under the Securities Act, on the basis that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof and the rules and regulations issued thereunder, and that the Company’s reliance on such exemption is predicated on representations of Fialkow set forth herein.

                  (iii)     Fialkow represents that he has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment in the Subordinated Note. Fialkow further represents that he has had access, during the course of the transactions contemplated hereby and prior to his purchase of the Subordinated Note, to the same kind of information that is specified in Part I of a