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EXHIBIT 10
IRREVOCABLE PROXY
Subject to the closing of the transactions contemplated in the Stock
Purchase Agreement between Eastbourne Capital Management L.L.C., on behalf of
Black Bear Fund I, L.P., Black Bear Fund II, L.L.C., Black Bear Offshore Fund
and Black Bear Pacific Master Fund, and ManorCare Health Services, Inc., dated
June 29, 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, two hundred thirty thousand six hundred (230,600)
shares of common stock, $.03 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 29, 2000
EASTBOURNE CAPITAL MANAGEMENT, L.L.C., on behalf of
Black Bear Fund I, L.P., Black Bear Fund II, L.L.C., Black Bear Offshore Fund
and Black Bear Pacific Master Fund
By: /s/ Eric M. Sippel
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Name: Eric M. Sippel
Title: Chief Operating Officer
