THIS PROMISSORY  NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933,

AS  AMENDED,  OR ANY  APPLICABLE  STATE  SECURITIES  LAWS AND MAY NOT BE SOLD OR

TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS

OF  APPLICABLE  FEDERAL  AND  STATE  SECURITIES  LAWS OR  APPLICABLE  EXEMPTIONS

THEREFROM.



THIS PROMISSORY NOTE IS SUBJECT TO A SUBORDINATION AND  INTERCREDITOR  AGREEMENT

DATED AS OF OCTOBER  11, 2002 BY AND AMONG  CHEMED  CORPORATION,  PCI-A  HOLDING

CORP., PCI HOLDING CORP. AND PNC BANK, NATIONAL ASSOCIATION.



                              AMENDED AND RESTATED

                              --------------------

                       SENIOR SUBORDINATED PROMISSORY NOTE

                       -----------------------------------



$12,500,000                         Original Date: October 11, 2002

                       Amended and Restated as of February 23, 2007



     FOR VALUE RECEIVED, PCI HOLDING CORP., a Delaware corporation (the

"Borrower") promises to pay to the order of Chemed Corporation, a Delaware

corporation (hereinafter referred to as the "Lender") on or before October 31,

2009 (the "Maturity Date"), the principal sum of TWELVE MILLION FIVE HUNDRED

THOUSAND DOLLARS ($12,500,000), or such part thereof as then remains unpaid, and

to pay interest from the date hereof on the whole amount of said principal sum

remaining from time to time unpaid at the rate of (i) seven and one-half percent

(7.5%) per annum for the period from October 11, 2002 through September 30,

2004; (ii) eight and one-half percent (8.5%) per annum for the period from

October 1, 2004 through September 30, 2005; (iii) nine and one-half percent

(9.5%) per annum for the period from October 1, 2005 through March 1, 2007; and

(iv) the greater of (1) the annual interest rate payable by the Borrower on its

senior credit facility with PNC Bank, National Association (or any successor

senior lender to the Borrower) plus 2.0% per annum or (2) eleven and one-half

percent (11.5%) per annum for the period from March 1, 2007 through the Maturity

Date. Such interest shall be payable quarterly in arrears on the last Business

Day of March, June, September and December in each year, the first such payment

to be due and payable on December 31, 2002. Principal, premium, if any, and

interest shall be payable in lawful money of the United States of America, in

immediately available funds, by wire transfer of funds to the account or

accounts designated in writing by the Lender or in such other manner as the

Lender may designate from time to time in writing to the Borrower.



     Interest shall be computed on the basis of a 360-day year for the actual

number of days elapsed. Nothing in this Note shall require the Borrower to pay

interest at a rate in excess of the maximum rate permitted by applicable law.

Notwithstanding any other provision of this Note, the Lender does not intend to

charge and Borrower shall not be required to pay any interest or other fees or

charges in excess of the maximum permitted by applicable law; any payments in

excess of such maximum shall be credited to reduce principal hereunder. All

payments received by the Lender hereunder will be applied first to costs of

collection, if any, then to interest and the balance to principal.



     The Borrower also promises to pay all taxes levied or assessed upon said

advances againstany holder of this Note and to pay all costs, including

attorneys' fees, costs relating to the appraisal and/or valuation of assets and

all costs incurred in the collection, defense, preservation, administration,

enforcement or protection of this Note or in any guaranty or endorsement of this

Note, or in any litigation arising out of the transactions of which this Note or

any guaranty or endorsement of this Note is a part.



     This Note amends and restates in its entirety that certain Senior

Subordinated Promissory Note of the Borrower in favor of the Lender dated

October 11, 2002 in the original principal amount of $12,500,000.

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