STOCK PLEDGE AGREEMENT

Attachment D  

STOCK PLEDGE AGREEMENT

This Stock Pledge Agreement is entered into and made effective as of October 26, 2007, between (i) Almost Family, Inc. (“ Secured Party ” or “ AFAM ”), a Delaware corporation; and (ii) Quality of Life Holdings, Inc., a Florida corporation (“ Pledgor ”). The Secured Party, and the Pledgor may hereinafter be referred to individually as a “ Party ” and collectively, as “ Parties .”

Recitals

A.        Pledgor desires to enter into this Agreement in order to secure the payment and performance of Selling Parties’ obligations under the Asset Purchase Agreement (the “ Purchase Agreement ”) dated October 23, 2007, among Almost Family, Inc., Caretenders Visiting Services of Hernando, LLC, Caretenders Visiting Services of Pinellas County, LLC, Mederi Caretenders VS of Tampa, LLC, Quality of Life Holdings, Inc., Quality of Life Home Health Services, Inc., Quality of Life Home Health Services of Hillsborough, Inc., Quality of Life Homecare of Hernando, Inc., Michael Moses, James Heenan and Rosalind M. Heenan.

B.        Terms not otherwise defined in this Agreement shall have the meanings assigned to them in the Purchase Agreement.

(a)       As security for the faithful performance of the terms of this Agreement and to ensure the availability for delivery of Pledged Shares upon exercise of the right to possession of Pledged Shares upon an Event of Default as herein defined, Pledgor agrees to deliver to and deposit with Secured Party a stock assignment duly endorsed (with date and number of Shares left blank) in the form attached hereto as Attachment A, together with the certificate or certificates evidencing Pledged Shares.

(b)      Pledgor hereby grants to Secured Party a security interest in all of their right, title and interest in and to 100,967 shares of the common stock of Almost Family, Inc. (“ Pledged Shares ”). Pledgor further grants to Secured Party a security interest in any stock rights, rights to subscribe, liquidating dividends, dividends paid in stock, new securities, or any other property to which Pledgor is or may hereafter become entitled to receive on account of Pledged Shares. If Pledgor receives additional property of such nature, they shall immediately deliver such property to Secured Party to be held by pursuant to the terms of this Agreement.

(c)      Pledgor grants a further security interest to Secured Party in the proceeds or products of any sale or other disposition of Pledged Shares.

2.         Obligations Secured . The security interest created hereby secures payment and performance of the obligations of Selling Parties under the Purchase Agreement, including

without limitation, Selling Parties’ indemnification obligation to Buyers under Article 11 of the Purchase Agreement (collectively, “ Secured Obligations ”).

3.         Representations and Warranties . To induce Secured Party to enter into this Agreement, Pledgor represents and warrants as follows:

(a)      Pledgor has full power and authority to enter into and perform this Agreement and this Agreement has been duly entered into and delivered and constitutes a legal, valid and binding obligation of Pledgor enforceable in accordance with its terms.

(b)      Pledgor has good title to Pledged Shares, and Pledged Shares are not subject to any lien, charge, pledge, encumbrance, claim or security interest.

(c)      Pledgor has not entered into any stock restriction or purchase agreement with respect to Pledged Shares which would in any way restrict the sale, pledge or other transfer of Pledged Shares or of any interest in or to Pledged Shares.

4.         Duration of Security Interest . Secured Party, and its successors and assigns, shall hold the security interest created hereby pursuant to the terms of this Agreement, and this security interest shall continue until the Pledged Shares are released from the contractual restrictions on transfer set forth in paragraph 2.3 of the Purchase Agreement, unless Secured Party provides a written notice of Default prior to that date, whereby the security interest shall continue in only in a commercially reasonable number of Pledged Shares as are necessary to satisfy said noticed Default and secured interest shall terminate as to the balance of Pledged Shares, if any.

5.         Maintaining Freedom from Liens . Pledgor shall keep Pledged Shares free and clear of liens and shall pay all amounts, including taxes, assessments or charges, which might result in a lien against Pledged Shares if left unpaid, unless Pledgor at its own expense are contesting such amount in good faith by an appropriate proceeding timely instituted which shall operate to prevent the collection or satisfaction of the lien or amount so contested. If Pledgor fails to pay such amounts and are not contesting the validity or amount thereof in accordance with the immediately preceding sentence, Secured Party may, but are not obligated to, pay such amounts, and such payment shall be conclusive evidence of the legality or validity thereof. Pledgor shall promptly reimburse Secured Party for any such payments, and until reimbursement, such payments shall be a part of Secured Obligations.