TABLE OF CONTENTS

				Page
1.		Certain Definitions			1
2.		Term of Employment; Non-Renewal of Term			5
3.		Terms of Employment			5
		(a) Position and Duties			5
		(b) Compensation			6
4.		Termination of Employment			7
		(a) Death			7
		(b) Disability			8
		(c) Cause			8
		(d) Resignation by Employee			8
		(e) Agreement Not to Terminate			8
5.		Compensation Upon Termination Prior to a Change in Control of the Company and After the Second Anniversary of such Change in Control			8
		(a) Death or Disability			8
		(b) For Cause; Resignation by Employee Without Good Reason; Non-Renewal Election by Employee			9
		(c) Without Cause; Resignation by Employee for Good Reason; Non-Renewal Election by the Company			9
6.		Compensation Upon Employment Termination Occurring On or Within Two Years After a Change in Control of the Company			11
		(a) Compensation Upon Termination			11
7.		Other Provisions Relating to Termination			13
		(a) Notice of Termination			13
		(b) Date of Termination			13
		(c) Good Reason			13
		(d) Cause			14
		(e) Full Settlement; Mitigation			14
		(f) Release and Other Agreements			14
8.		Disclosure of, Access to and Entrustment of Confidential Information, Business Opportunities and Business Goodwill			15
9.		Confidential Information; Ownership of Property			15
		(a) Obligations to Maintain Confidentiality			15
		(b) Ownership of Work Product			17
10.		Non-Competition; Non-Solicitation; Non-Disparagement			17
11.		Successors; Binding Agreement			19
12.		Effect of Agreement on Plans and Agreements Governing Awards			20
13.		Miscellaneous			20
		(a) Construction			20

				Page
		(b) Notices			20
		(c) Severability			21
		(d) Withholding			21
		(e) No Waiver			21
		(f) Equitable and Other Relief			21
		(g) Entire Agreement			21
		(h) Arbitration			22
		(i) Attorney Fees			22
		(j) Survival			22
		(k) Governing Law			22
		(l) Amendments			22
		(m) Employee Acknowledgement			22
		(n) Counterparts			23

EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this Agreement) is made and entered into effective as of January 16, 2006 (the Effective Date), by and between Odyssey HealthCare, Inc., a Delaware corporation (the Company), and Woodrin Grossman (Employee).

RECITALS:

     A. The Company is a national provider of hospice services and desires to employ Employee as the Senior Vice President Strategy and Development of the Company.

     B. The Company considers the establishment and maintenance of a sound and vital management group to be essential to protecting and enhancing its best interests and the best interests of its stockholders.

     C. In order to induce Employee to accept employment by the Company as an officer of the Company and its Subsidiaries (as defined in Section 1(o) below), the Company is willing to agree to provide certain severance benefits to Employee in the event that Employees employment is terminated or changed under the circumstances described in this Agreement.

     D. Employee is desirous of committing himself to serve the Company and its Subsidiaries on the terms herein provided.

AGREEMENTS:

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below:

          (a) Acquiring Person means any Person or group of related Persons (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) other than (i) Employee or any Employee Affiliate, or (ii) the Company, any of the Companys Subsidiaries, any employee benefit plan of the Company or of a Subsidiary of the Company or of a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary of the Company or of a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

          (b) Affiliate means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with the Person in question. As used in this definition of Affiliate, the term control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of Voting Securities, by contract, or otherwise.

          (c) Board means the Board of Directors of the Company and any committee thereof.

          (d) Cause means Employees

          (i) continued failure to substantially perform Employees material obligations and duties under Section 3(a) (other than as a result of physical or mental incapacity), as reasonably determined by the Board, and which is not remedied within 30 days after receipt of written notice from the Company specifically identifying the manner in which the Company believes that Employee has not substantially performed Employees material obligations and duties under Section 3(a);

          (ii) commission of an act of fraud, embezzlement, misappropriation, willful misconduct, bad faith, dishonesty, breach of trust, or breach of fiduciary duty against the Company;