EXHIBIT 10.3 EXECUTION VERSION VOTING AGREEMENT

EXHIBIT 10.3

EXECUTION VERSION

VOTING AGREEMENT

        This VOTING AGREEMENT (this " Agreement ") is entered into as of November 28, 2006, by and among AG Home Health LLC, a Delaware limited liability company (" Parent "), AG Home Health Acquisition Corp., a Delaware corporation (" Acquisition Corp. "), and each of the persons listed on Schedule A hereto (each a " Principal Shareholder " and, collectively, the " Principal Shareholders "). Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented and otherwise modified from time to time, the " Merger Agreement "), by and among Parent, Acquisition Corp. and National Home Health Care Corp., a Delaware corporation (the " Company ").

        WHEREAS, concurrently with the execution and delivery of this Agreement, the Company, Parent and Acquisition Corp. are entering into the Merger Agreement which provides, subject to the terms and conditions set forth in the Merger Agreement, for the merger of Acquisition Corp. and the Company (the " Merger "), whereby the issued and outstanding shares (" Outstanding Common Shares ") of the Company’s common stock, par value $.001 per share (" Company Common Stock ") (other than any Outstanding Common Shares owned by Parent, Acquisition Corp. or any other wholly owned Subsidiary of Parent, and other than such Outstanding Common Shares to be contributed by Frederick Fialkow in accordance with the terms of the Contribution Agreement) will be converted into the right to receive the Merger Consideration in cash;

        WHEREAS, the Board of Directors of the Company (the " Board ") has, unanimously (i) approved the Merger Agreement, the Merger and the other Transactions, and (ii) recommended that the holders of Company Common Stock approve and adopt this Agreement and the Merger;

        WHEREAS, each Principal Shareholder is the record and beneficial owner of the number of Outstanding Common Shares in each case set forth opposite such Principal Shareholder’s name on Schedule A hereto (together with all shares of Company Common Stock acquired after the date hereof by such Principal Shareholder, whether upon the exercise of any Options or otherwise hereafter acquired by such Principal Shareholder, in each case as such shares and Options may be adjusted from time to time for any stock dividend, stock split, recapitalization, combination, exchange, merger, consolidation, reorganization or other change or transaction involving the Company, are referred to herein collectively as the " Principal Shareholder Shares " of such Principal Shareholder); and

        WHEREAS, as a condition to the willingness of Parent and Acquisition Corp. to enter into the Merger Agreement, Parent and Acquisition Corp. have requested that the Principal Shareholders enter into this Agreement.

        NOW, THEREFORE, to induce Parent and Acquisition Corp. to enter into, and in consideration of them entering into, the Merger Agreement, and in consideration of the foregoing

premises and the representations, warranties, covenants and agreements contained herein, Parent, Acquisition Corp. and each of the Principal Shareholders hereby agree as follows:

    1.        Representations and Warranties of Each Principal Shareholder . Each Principal Shareholder, acting solely in its capacity as a holder of Principal Shareholder Shares and not as a director of the Company or in any other capacity, hereby, severally and not jointly with any other Principal Shareholder, represents and warrants to Parent and Acquisition Corp. as follows:

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    2.        Representations and Warranties of Parent and Acquisition Corp. Each of Parent and Acquisition Corp. hereby represents and warrants to the Principal Shareholders that each of Parent and Acquisition Corp. has all requisite power and authority to execute and deliver this Agreement, to perform all of its obligations hereunder and otherwise to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, have been duly authorized by each of Parent and Acquisition Corp. This Agreement has been duly executed and delivered by each of Parent and Acquisition Corp. and, assuming this Agreement constitutes a valid and binding obligation of each Principal Shareholder, constitutes a valid and binding obligation of each of Parent and Acquisition Corp. enforceable against it in accordance with its terms. Other than in connection with or in compliance with the provisions of the Exchange Act or the HSR Act or the Healthcare Laws, neither the execution, delivery or performance of this Agreement by either Parent or Acquisition Corp., nor the consummation by either of them of the transactions contemplated hereby will (i) require any filing with, or permit, authorization, consent or approval of, any Governmental Authority, (ii) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default under, or give rise to any right of termination, amendment, cancellation or acceleration under, result in the creation of any material Lien upon a material portion of the properties or assets of Parent or Acquisition Corp., or (iii) violate, in any material respect, any Order or any Law applicable to either the Parent or Acquisition Corp. or any of their respective properties or assets.

    3.        Covenants . Each Principal Shareholder, acting solely in his capacity as a holder of Principal Shareholder Shares and not as a director or officer of the Company or in any other capacity, hereby, severally and not jointly with any other Principal Shareholder, agrees as follows:

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