<PAGE> 1
EXHIBIT 6
IRREVOCABLE PROXY
Subject to the closing of the transactions contemplated in the Stock
Purchase Agreement between Heartland Advisors, Inc., on behalf of Heartland
Value Fund, and ManorCare Health Services, Inc., dated June 28, 2000, the
undersigned, revoking any proxy previously given, hereby appoints Paul A.
Ormond, M. Keith Weikel, Geoffrey G. Meyers and R. Jeffrey Bixler, and each of
them, as proxies and attorneys-in-fact, with full powers of substitution and
re-substitution and pursuant to the provisions of the Minnesota Business
Corporation Act, to vote, or to execute and deliver written consents or
otherwise act with respect to, Four Hundred Fifty-Four Thousand Four Hundred One
(454,401) shares of common stock, $.01 par value, of IN HOME HEALTH, INC., a
Minnesota corporation (the "Corporation"), which the undersigned is now or at
any time during the effectiveness hereof entitled to vote (the "Shares") as
fully, to the same extent and with the same effect as the undersigned might or
could do under any applicable laws or regulations governing the rights and
powers of stockholders of a Minnesota corporation in connection with any actions
submitted to a vote of, or other action by, the stockholders of the Corporation.
The undersigned hereby affirms that this proxy is executed in connection with a
sale of the Shares, is coupled with an interest and is irrevocable. THIS PROXY
IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE. IT SHALL REMAIN IN FULL FORCE
AND EFFECT UNTIL THE TENTH ANNIVERSARY HEREOF. THIS PROXY SHALL BE ENFORCEABLE
AGAINST ANY DONEE, TRANSFEREE OR ASSIGNEE OF THE STOCK.
Dated: June 28, 2000
FIRSTAR BANK MILWAUKEE, N.A., as
custodian for Heartland Value Fund
By: /s/ Marsha A. Croxton
-----------------------------------------
Name: Marsha A. Croxton
---------------------------------------
Title: Senior Vice President
--------------------------------------
