TERMINATION AGREEMENT
          This Termination Agreement (the "Agreement") is entered
into by and among Res-Care, Inc., a Kentucky corporation ("Res-
Care"), Redwood Acquisition, Inc., a Kentucky corporation
("Acquiror"), and RWD Holdings, Inc., a Delaware corporation
("Parent"), dated as of June 28, 2000.

                      W I T N E S S E T H :

          WHEREAS, Res-Care, Acquiror and Parent are parties to
that certain agreement and plan of merger (the "Merger
Agreement"), dated as of April 12, 2000;

          WHEREAS, the parties have determined that it would be
in their mutual best interests to terminate the Merger Agreement
pursuant to Section 6.1(a) thereof;

          NOW, THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the adequacy of which
is hereby acknowledged, the parties, intending to be legally
bound, hereby agree as follows:

Termination.  The parties hereto agree that, pursuant to Section
6.1(a) of the Merger Agreement, the Merger Agreement is hereby
terminated by mutual written consent of the boards of directors
of the parties.  Such termination shall have the effects set
forth in Section 6.5 of the Merger Agreement; it being understood
that except as set forth in Section 2 of this Agreement, no
payments shall be due by any party hereto pursuant to Section 6.6
of the Merger Agreement.

Expense Sharing.  (a)  The parties acknowledge that Parent and
Acquiror have incurred significant out-of-pocket transaction
costs in connection with the Merger Agreement.  Res-Care agrees
to pay to the shareholders of Parent, within 5 business days
following the date hereof, $370,000 in reimbursement of out-of-
pocket fees and expenses incurred or to be incurred by such
shareholders.

               (b)   The parties agree that neither Parent,
Acquiror nor the shareholders of Parent shall have any obligation
with respect to any fees or expenses of Brown, Todd & Heyburn
PLLC.

               (c)   Acquiror and Parent shall be responsible for
the fees and expenses of (i) counsel to James R. Fornear in an
amount not to exceed $40,000 and (ii) counsel to Vincent D.
Pettinelli in an amount not to exceed $40,000.

Release.  (a)  Res-Care and the Res-Care Related Parties (as
hereinafter defined) hereby irrevocably, fully and forever
release and discharge each of Acquiror and Parent and any of
their respective present, former and future affiliates, and their
respective present, former and future officers, directors,
partners, members, stock or other security holders, trustees,
representatives, advisors or other agents (each, a "Parent
Related Party") from any and all claims, actions, causes of
actions, suits, complaints, demands, judgments, obligations,
damages, losses or liabilities whatsoever (collectively,
"Claims"), at law or in equity, whether known or unknown, direct
or indirect, contingent or otherwise, which Res-Care or any Res-
Care Related Party ever had, now have, or can, shall or may have
for, upon, or by reason of or in connection with the Merger
Agreement, the negotiation, execution and delivery thereof,  and
the transactions and other agreements contemplated thereby.

               (b)  Acquiror, Parent and the Parent Related
Parties hereby irrevocably, fully and forever release and
discharge each of Res-Care and any of its present, former and
future affiliates, and their respective present, former and
future officers, directors, partners, members, stock or other
security holders, trustees, representatives, advisors or other
agents (each, a "Res-Care Related Party") from any and all
Claims, at law or in equity, whether known or unknown, direct or
indirect, contingent or otherwise, which Acquiror, Parent or any
Parent Related Party ever had, now have, or can, shall or may
have for, upon, or by reason of or in connection with the Merger
Agreement, the negotiation, execution and delivery thereof,  and
the transactions and other agreements contemplated thereby.

               (c)  Nothing in Section 3(a) or (b) hereof shall
release any claim arising by reason of or in connection with this
Agreement.

Governing Law.  This Agreement shall be governed by and construed
in accordance with the laws of the Commonwealth of Kentucky
applicable to agreements made and to be performed entirely within
such state.

Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be an original and all of
which, when taken together, shall constitute one and the same
instrument.

          IN WITNESS WHEREOF, the parties have executed this
Agreement by their duly authorized officers as of June 28, 2000.

                              RES-CARE, INC.


                              By:  /s/ Ronald G. Geary
                              Name: Ronald G. Geary
                              Title: President/CEO

                              REDWOOD ACQUISITION, INC.


                              By: /s/ W.R. Dahl
                              Name: W.R. Dahl
                              Title:

                              RWD HOLDINGS, INC.


                              By: /s/ W.R. Dahl
                              Name: W.R. Dahl
                              Title: