EXHIBIT 10.4

TERMINATION AGREEMEN T

        Termination Agreement (this “ Agreement ”), dated as of June 4, 2007, by and between National Home Health Care Corp., a Delaware corporation having an address at 700 White Plains Road, Scarsdale, New York 10583 (the “Company ”), and Frederick H. Fialkow, an individual having an address at 2940 Bent Cypress Road, Wellington, Florida 33414 (the “ Consultant ”).

W I T N E S S E T H

          WHEREAS, the Company and the Consultant desire to amend the Consulting Agreement, dated as of November 28, 2006 (as amended, the “ Consulting Agreement ”), between the Company and the Consultant pursuant to the terms hereof.

          NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Company and the Consultant hereby agree as follows:

             1.          Capitalized Terms .         Capitalized terms used herein but not defined herein have the meanings given to such terms in the Consulting Agreement.

             2.          Termination .        The Consulting Agreement is hereby terminated as of the date hereof, shall be of no further force or effect after the date hereof, and neither the Company nor the Consultant shall have any rights or liabilities thereunder after the date hereof. Subject to Section 3, the Employment Agreement shall be automatically terminated at the Effective Time, shal