COLLATERAL SHARING AGREEMENT



          COLLATERAL SHARING AGREEMENT dated as of February 24, 2004, among

BANK ONE, NA, having its principal office in Chicago, Illinois ("Bank One"),

as Collateral Agent, Wells Fargo Bank, National Association, as Trustee for

the benefit of the holders of the Notes (such term and each other capitalized

term used herein having the meanings set forth in Section 1 below), Bank One,

as Administrative Agent for the benefit of the lenders under the Existing

Credit Agreement, and ROTO-ROOTER, INC.



                             W I T N E S S E T H:



          WHEREAS, the Company, certain lenders, and the Administrative Agent,

are parties to the Credit Agreement dated as of February 24, 2004 (as amended,

restated, supplemented or otherwise modified from time to time, the "Existing

Credit Agreement");



          WHEREAS, the Company, the Trustee and the Guarantors have entered

into the Indenture dated as of February 24, 2004 (as amended, supplemented or

otherwise modified from time to time, the "Indenture"), pursuant to which the

Company intends to issue the Notes; and



          WHEREAS, pursuant to the Security Documents, the Company and each of

the other Grantors have granted a security interest in certain of their

respective assets to the Collateral Agent for the equal and ratable benefit of

the Secured Parties.



          NOW, THEREFORE, in consideration of the foregoing, the mutual

covenants and obligations herein set forth and for other good and valuable

consideration, the sufficiency and receipt of which are hereby acknowledged,

the parties hereto, intending to be legally bound, hereby agree as follows:



          SECTION 1. DEFINITIONS AND TERMS GENERALLY.



          1.1. Definitions. As used in this Agreement, the following terms

have the meanings specified below:



          "Administrative Agent" means Bank One, NA, in its capacity as the

administrative agent under the Existing Credit Agreement.



          "Affiliate" means, with respect to a specified Person, another

Person that directly, or indirectly through one or more intermediaries,

controls or is controlled by or is under common control with the Person

specified. Notwithstanding the foregoing, no individual shall be deemed to be

an Affiliate of a Person solely by reason of his or her being an officer or

director of such Person.



          "Aggregate Credit Agreement Exposure" means at any time, without

duplication, the aggregate amount of Credit Agreement Obligations outstanding

plus the amount of all commitments of the Senior Lenders under the Senior Loan

Documents to extend credit (whether by making loans or providing or

participating in letters of credit or otherwise), but excluding any letters of

credit or obligations owing in respect of letters of credit to the extent the

same are secured in accordance with the Senior Credit Agreement by property

that does not secure the Notes.



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          "Applicable Secured Documents" means (a) in respect of any

Noteholder Claims, the Noteholder Documents and (b) in respect of any Senior

Lender Claims, the relevant Senior Loan Documents.



          "Bankruptcy Law" means Title 11 of the United States Code and any

similar Federal, state or foreign law for the relief of debtors.



          "Business Day" means any day other than a Saturday, a Sunday or a

day that is a legal holiday under the laws of the State of New York or the

State of Illinois or on which banking institutions in the State of New York or

the State of Illinois are required or authorized by law or other governmental

action to close.



          "Collateral" means all assets or property of the Grantors, now owned

or hereafter acquired, upon which a Lien is purported to be created by any

Security Document.



          "Collateral Account" has the meaning set forth in Section 4.1.



          "Collateral Agent" means Bank One, NA, in its capacity as collateral

agent under the Security Documents and this Agreement.



          "Collateral Agent Fees" means all fees, costs and expenses of, and

other amounts owing to, the Collateral Agent of the types referred to in

Section 2.4.



          "Collateral Estate" has the meaning set forth in Section 2.1(b).



          "Company" means Roto-Rooter, Inc., a Delaware corporation.



          "Credit Agreement" means the Existing Credit Agreement together with

any guarantees, collateral documents, instruments and agreements executed in

connection therewith, in each case as amended, restated, supplemented, waived,

replaced (whether or not upon termination, and whether with the original

lenders or otherwise), refinanced, restructured, or otherwise modified from

time to time (except to the extent that any such amendment, restatement,

supplement, waiver, replacement, refinancing, restructuring or other

modification thereto would be prohibited by the terms of the Indenture, unless

otherwise agreed to by the Noteholders of a least a majority in aggregate

principal amount of Notes at the time outstanding).



          "Credit Agreement Obligations" means (i) all Indebtedness

outstanding under the Senior Credit Agreement, (ii) all other obligations (not

constituting Indebtedness) of the Company or any Grantor under the Senior

Credit Agreement, and (iii) all other obligations of the Company or any

Grantor in connection with Hedging Obligations owing to any Senior Lender

under the Senior Credit Agreement or any affiliate of such Senior Lender,

unless the Company and such Senior Lender mutually agree that such Hedging

Obligation does not constitute a "Secured Obligation" under and as defined in

the Senior Credit Agreement.



          "Credit Facilities" means one or more debt facilities (including the

Credit Agreement) or commercial paper facilities providing for revolving

credit loans, term loans,



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receivables financing (including through the sale of receivables to lenders or

to special purpose entities formed to borrow from lenders against such

receivables) or letters of credit, or any debt securities or other form of

debt financing (including convertible or exchangeable debt instruments), in

each case, as amended, supplemented, modified, extended, renewed, restated or

refunded in whole or in part from time to time.



          "Discharge of Senior Credit Agreement Claims" means, except to the

extent otherwise provided in Section 5.2, payment in full in cash of (a) the

principal of and interest and premium, if any, on all Indebtedness outstanding

under the Senior Credit Agreement constituting Senior Lender Claims or, with

respect to letters of credit outstanding thereunder, delivery of cash

collateral or backstop letters of credit in respect thereof in compliance with

the Senior Credit Agreement, in each case after or concurrently with

termination of all commitments to extend credit thereunder and (b) any other

Senior Lender Claims that are due and payable or otherwise accrued and owing

under the Senior Credit Agreement at or prior to the time such principal,

interest and premium, if any, are paid.



          "Discharge of Credit Agreement Obligations" means payment in full in

cash of (a) the principal of and interest and premium, if any, on all

Indebtedness outstanding under the Credit Agreement or, with respect to

Hedging Obligations that are Credit Agreement Obligations, or with respect to

letters of credit outstanding thereunder, delivery of cash collateral or

backstop letters of credit in respect thereof in compliance with the Senior

Credit Agreement, in each case after or concurrently with termination of all

commitments to extend credit thereunder and (b) payment in full of any other

Credit Agreement Obligations that are due and payable or otherwise accrued and

owing at or prior to the time such principal, interest and premium, if any,

are paid.



          "Distribution Date" means each date fixed by the Collateral Agent in

its sole discretion for a distribution pursuant to the applicable provisions

of this Agreement of any funds held in the Collateral Account.



          "Existing Credit Agreement" has the meaning set forth in the

recitals hereto.



          "First-Lien Credit Facilities" means (a) the Credit Facilities

provided pursuant to the Credit Agreement and (b) any other Credit Facility

(other than the Notes), that, in the case of both clauses (a) and (b), is

secured by the Collateral pursuant to a Permitted Lien (as defined in the

Indenture) described in clause (7), (12) or (13) of the definition thereof and

(except for the Credit Facilities provided pursuant to the Existing Credit

Agreement) is designated by the Company as a "First-Lien Credit Facility" for

purposes of this Agreement.



          "Future First-Lien Credit Facility" means any First-Lien Credit

Facility (other than the Existing Credit Agreement), provided that the

Required Lenders under any Senior Credit Agreement then in effect have

consented to the designation of such Credit Facility as a "First-Lien Credit

Facility".



          "Future Other First-Lien Obligations" means all Obligations of the

Company or any other Grantor, to a creditor under a First-Lien Credit

Facility, in respect of Hedging Obligations that are designated by the Company

as "Credit Agreement Obligations" for purposes



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of the Indenture; provided that the Required Lenders under any Senior Credit

Agreement then in effect have consented to such designation.



          "Grantors" means each of the Company and the Subsidiaries that has

executed and delivered a Security Document.



          "Guarantors" means each of the Grantors other than the Company.



          "Guaranty" means any guaranty entered into by any Subsidiary of the

Company in favor of any Secured Party guaranteeing the repayment of the

Secured Obligations.



          "Hedging Obligations" means, with respect to any Person, the

Obligations of such Person in respect of (a) any interest rate protection

agreement, interest rate future agreement, interest rate option agreement,

interest rate swap agreement, interest rate cap agreement, interest rate

collar agreement, interest rate hedge agreement or other similar agreement or

arrangement or (b) any foreign exchange contract, currency swap agreements or

other similar agreement or arrangement.



          "Indebtedness" means and includes all obligations that constitute

"Indebtedness" within the meaning of the Indenture or the Senior Credit

Agreement.



          "Indenture" has the meaning set forth in the recitals hereto.



          "Insolvency or Liquidation Proceeding" means (a) any voluntary or

involuntary case or proceeding under any Bankruptcy Law with respect to any

Grantor, (b) any other voluntary or involuntary insolvency, reorganization or

bankruptcy case or proceeding, or any receivership, liquidation,

reorganization or other similar case or proceeding with respect to any Grantor

or with respect to any of their respective assets, (c) any liquidation,

dissolution, reorganization or winding up of any Grantor whether voluntary or

involuntary and whether or not involving insolvency or bankruptcy or (d) any

assignment for the benefit of creditors or any other marshalling of assets and

liabilities of any Grantor.



          "Instructing Group" means (i) until the Discharge of Credit

Agreement Obligations has occurred and so long as no Insolvency or Liquidation

Proceeding is continuing, the Required Lenders, and (ii) after the Discharge

of Credit Agreement Obligations has occurred or during the continuance of any

Insolvency or Liquidation Proceeding, the Majority Secured Parties.



          "Lien" means, with respect to any asset, (a) any mortgage, deed of

trust, lien, pledge, hypothecation, encumbrance, charge or security interest

in, on or of such asset, (b) the interest of a vendor or a lessor under any

conditional sale agreement, capital lease or title retention agreement (or any

financing lease having substantially the same economic effect as any of the

foregoing) relating to such asset and (c) in the case of securities, any

purchase option, call or similar right of a third party with respect to such

securities.



          "Majority Secured Parties" means, at any time, the Secured Party or

Secured Parties, acting through its (or their) respective Representative,

holding more than 50% of the aggregate amount of the Secured Obligations then

outstanding. In calculating the aggregate







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amount of the Secured Obligations then outstanding represented by each

Representative, (a) the amount of Indebtedness outstanding shall be that

reflected on the applicable debtor's balance sheet, as determined in

accordance with GAAP, (b) the amount outstanding in respect of a letter of

credit shall be the face amount of such letter of credit less the amount of

any property that secures the repayment of such letter of credit (and not the

Notes) in accordance with the Senior Loan Documents, and (c) the amount

outstanding in respect of Hedging Obligations shall be the amount which would

be due and payable to a Secured Party holding such Hedging Obligations if such

Hedging Obligations were then terminated.



          "Noteholder Claims" means all Obligations in respect of the Notes

and the guarantees of the Notes or arising under the Noteholder Documents or

any of them. Noteholder Claims shall include all interest accrued or accruing

(or which would, absent the commencement of any Insolvency or Liquidation

Proceeding, accrue) after the commencement of any Insolvency or Liquidation

Proceeding in accordance with and at the rate specified in the relevant

Noteholder Document whether or not the claim for such interest is allowed as a

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